0001209191-19-011387.txt : 20190219 0001209191-19-011387.hdr.sgml : 20190219 20190219211001 ACCESSION NUMBER: 0001209191-19-011387 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190214 FILED AS OF DATE: 20190219 DATE AS OF CHANGE: 20190219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McNally Richard L. CENTRAL INDEX KEY: 0001719500 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 19616926 MAIL ADDRESS: STREET 1: C/O FUNKO, INC. STREET 2: 2802 WETMORE AVENUE CITY: EVERETT STATE: WA ZIP: 98201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keenley Kevin G. CENTRAL INDEX KEY: 0001720927 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 19616927 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fundamental Capital Partners, LLC CENTRAL INDEX KEY: 0001720908 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 19616928 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 782-0000 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Funko International, LLC CENTRAL INDEX KEY: 0001720926 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 19616929 BUSINESS ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 782-0000 MAIL ADDRESS: STREET 1: 4 EMBARCADERO CENTER STREET 2: SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Funko, Inc. CENTRAL INDEX KEY: 0001704711 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2802 WETMORE AVE CITY: EVERETT STATE: WA ZIP: 98201 BUSINESS PHONE: 425-783-3616 MAIL ADDRESS: STREET 1: 2802 WETMORE AVE CITY: EVERETT STATE: WA ZIP: 98201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-02-14 0 0001704711 Funko, Inc. FNKO 0001719500 McNally Richard L. C/O FUNDAMENTAL CAPITAL, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94920 0 0 1 0 0001720927 Keenley Kevin G. C/O FUNDAMENTAL CAPITAL, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94920 0 0 1 0 0001720908 Fundamental Capital Partners, LLC C/O FUNDAMENTAL CAPITAL, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94920 0 0 1 0 0001720926 Funko International, LLC C/O FUNDAMENTAL CAPITAL, LLC 4 EMBARCADERO CENTER, SUITE 1400 SAN FRANCISCO CA 94920 0 0 1 0 Class B Common Stock 973138 I By Fundamental Capital, LLC Class A Common Stock 2019-02-14 4 S 0 6830 18.6121 D 236170 I By Fundamental Capital, LLC Class A Common Stock 2019-02-15 4 S 0 2590 18.6132 D 233580 I By Fundamental Capital, LLC Class B Common Stock 4456538 I By Funko International, LLC Class A Common Stock 2019-02-14 4 S 0 31117 18.6121 D 1075883 I By Funko International, LLC Class A Common Stock 2019-02-15 4 S 0 11798 18.6132 D 1064085 I By Funko International, LLC Shares of Class B common stock, par value $0.0001 per share ("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. ("Common Units"). Common Units may be redeemed by the Reporting Person at any time for shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), on a one-for-one basis. Fundamental Capital, LLC ("Fundamental Capital") is the Manager of Funko International, LLC ("Funko International") and Fundamental Capital Partners, LLC ("FCP") is the Manager of Fundamental Capital. Richard McNally and Kevin Keenley are the sole members of and hold voting membership interests in FCP. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interests therein, if any. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $18.50 to $18.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. The price reported is a weighted average price. These shares of Class A Common Stock were sold in multiple transactions at prices ranging from $18.50 to $18.75, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. Exhibit List: Exhibit 24 - Power of Attorney of Kevin G. Keenley /s/ Richard L. McNally, individually, as Attorney-in-Fact for Kevin G. Keenley, as Member of Fundamental Capital Partners, LLC, and for Funko International, LLC, as Member of Fundamental Capital Partners, LLC 2019-02-19 EX-24.4_834368 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints Richard L. McNally the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as a beneficial owner of Funko, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 15, 2019. Signed: /s/ Kevin G. Keenley Kevin G. Keenley