SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Kriger Adam M.

(Last)

(First)

(Middle)

C/O ACON INVESTMENTS, L.L.C.

1133 CONNECTICUT AVE., NW, SUITE 700

(Street)

WASHINGTON

20036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/02/2017

3. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A common stock	4,971,870	I	By ACON Funko Investors Holdings 1, L.L.C.⁽¹⁾⁽²⁾
Class A common stock	2,096,368	I	By ACON Funko Investors Holdings 2, L.L.C.⁽¹⁾⁽²⁾
Class A common stock	5,852,801	I	By ACON Funko Investors Holdings 3, L.L.C.⁽¹⁾⁽²⁾
Class B common stock⁽³⁾	16,058	D
Class B common stock⁽³⁾	10,495,687	I	By ACON Funko Investors, L.L.C.⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common units of Funko Acquisition Holdings, L.L.C.⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Class A common stock	32,117	⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Common units of Funko Acquisition Holdings, L.L.C.⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Class A common stock	10,495,687	⁽⁶⁾	I	By ACON Funko Investors, L.L.C.⁽¹⁾⁽²⁾⁽⁶⁾

Explanation of Responses:

1. ACON Funko Manager, L.L.C. is (x) the sole manager of, and exercises voting and investment power over shares held by, ACON Funko Investors, L.L.C. and (y) the sole managing member of, and exercises voting and investment power over shares held by, ACON Funko Investors Holdings 1, L.L.C. ACON Equity GenPar, L.L.C. is the sole managing member of, and exercises voting and investment power over shares held by, each of ACON Funko Investors Holdings 2, L.L.C. and ACON Funko Investors Holdings 3, L.L.C. Voting and investment decisions at ACON Funko Manager, L.L.C. are made by a board of managers, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Voting and investment decisions at ACON Equity GenPar, L.L.C. are made by an investment committee, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. [footnote cont'd]

2. [continuation] The Reporting Person is employed by an affiliate of ACON Funko Manager, L.L.C. and ACON Equity GenPar, L.L.C., and may be deemed to beneficially own securities owned by them. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Exchange Act or any other purpose.

3. The shares of Class B common stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of common units of Funko Acquisition Holdings, L.L.C.

4. The common units were granted to the Reporting Person on December 29, 2016 in connection with his service as a director of Funko Acquisition Holdings, L.L.C., subject to vesting. Of the total number of common units reported, 16,058 common units are vested and 16,059 common units will vest in four equal installments on December 31, 2017, March 31, 2018, June 30, 2018 and September 30, 2018 subject to the Reporting Person's continued service to the Issuer. Notwithstanding the foregoing, the common units accelerate and vest in full in the event (1) that the ACON holders receive a multiple on invested capital (calculated on a cash-in, cash-out basis) over the term of their investment in Funko Acquisition Holdings, L.L.C. equal to or in excess of two times or [footnote con't]

5. [continuation] (2) a "change in control" occurs (as such term is defined in the applicable common unit grant agreement). The common units have no expiration date.

6. At the request of the holder, the vested common units may be redeemed for, at the Issuer's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Teresa Bernstein (Attorney-in-fact)	11/02/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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