0001382963-17-000175.txt : 20171102 0001382963-17-000175.hdr.sgml : 20171102 20171102214412 ACCESSION NUMBER: 0001382963-17-000175 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171102 FILED AS OF DATE: 20171102 DATE AS OF CHANGE: 20171102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Keenley Kevin G. CENTRAL INDEX KEY: 0001720927 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 171174397 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: McNally Richard L. CENTRAL INDEX KEY: 0001719500 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 171174398 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: Fundamental Capital Partners, LLC CENTRAL INDEX KEY: 0001720908 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 171174396 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38274 FILM NUMBER: 171174399 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 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2017-11-02 0 0001704711 Funko, Inc. FNKO 0001719500 McNally Richard L. 4 EMBARCADERO CENTER SUITE 1400 SAN FRANCISCO CA 94111 1 0 1 0 0001720927 Keenley Kevin G. 4 EMBARCADERO CENTER SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 0001720908 Fundamental Capital Partners, LLC 4 EMBARCADERO CENTER SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 0001720926 Funko International, LLC 4 EMBARCADERO CENTER SUITE 1400 SAN FRANCISCO CA 94111 0 0 1 0 Class B Common Stock 6929676 I BY FUNDAMENTAL CAPITAL, LLC AND FUNKO INTERNATIONAL, LLC Common Units of Funko Acquisition Holdings, L.L.C. Class A Common Stock 6929676 I BY FUNDAMENTAL CAPITAL, LLC AND FUNKO INTERNATIONAL, LLC Includes 1,243,138 shares of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), held by Fundamental Capital, LLC ("Fundamental Capital") and 5,686,538 shares of Class B Common Stock held by Funko International, LLC ("Funko International"), a ten percent owner of the Issuer. Fundamental Capital Partners, LLC ("FCP") is the Manager of Fundamental Capital and Fundamental Capital is the Manager of Funko International. Richard McNally, a director of the Issuer, and Kevin Keenley are the sole members of and hold voting membership interests in FCP. Each of Mr. McNally and Mr. Keenley disclaim beneficial ownership of the Class B Common Stock held by Fundamental Capital and Funko International, except to the extent of their pecuniary interests therein. These shares were acquired pursuant to a subscription agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO"). One share of the Issuer's Class B Common Stock was issued for each common unit (each a "Common Unit") in Funko Acquisition Holdings, L.L.C. ("FAH, LLC"), a direct subsiduary of the Issuer, received pursuant to a reclassification of FAH, LLC that occurred in connection with the IPO. 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. Includes 1,243,138 Common Units held by Fundamental Capital and 5,686,538 Common Units held by Funko International. The Common Units may be redeemed by Fundamental Capital and Funko International at any time following the closing of the Issuer's IPO and the expiration of any contractual lock-up period for an equal number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), of the Issuer (a "Share Settlement") or cash equal to the arithmetic average of the volume-weighted average market price for such shares for the five consecutive trading days immediately prior to the redemption date (a "Cash Settlement"), subject to the Issuer's option to select whether the redemption payment is made by the means of a Share Settlement or a Cash Settlement. Upon the redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be surrendered to the Issuer. The Common Units have no expiration date. Exhibit List: Exhibit 99 - Joint Filing Agreement /s/Richard L. McNally 2017-11-02 /s/Kevin G. Keenley 2017-11-02 /s/ Richard McNally, Fundamental Capital Partners, LLC, by Richard McNally 2017-11-02 /s/Richard McNally, Funko International, LLC, by Richard McNally 2017-11-02 EX-99 2 funkojoint.htm JOINT FILING AGREEMENT

 Exhibit 99.1



JOINT FILING AGREEMENT

 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and

regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such

party under Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement,

and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities

exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as

an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided

to each other party hereto, and then only with respect to such revoking party.

 IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused this agreement to be executed and effective as

of the date set forth below.



          /s/ Richard L. McNally

          Richard L. McNally



/s/ Kevin G. Keenley

Kevin G. Keenley





Fundamental Capital Partners, LLC



By: /s/ Kevin G. Keenley

Name:  Kevin G. Keenley

Title:  Member



Funko International, LLC



     By:  Fundamental Capital, LLC, Manager



 By:  Fundamental Capital Partners, LLC, Manager



By: /s/ Kevin G. Keenley

Name:  Kevin G. Keenley

Title:  Member



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