0001213900-18-016514.txt : 20181126 0001213900-18-016514.hdr.sgml : 20181126 20181126103554 ACCESSION NUMBER: 0001213900-18-016514 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181126 DATE AS OF CHANGE: 20181126 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90343 FILM NUMBER: 181200168 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Kipp Jon P. CENTRAL INDEX KEY: 0001760011 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 16717 226TH AVE NE CITY: WOODINVILLE STATE: WA ZIP: 98077 SC 13G 1 sc13g1118kipp_funkoinc.htm SCHEDULE 13G

 

 

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

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

FUNKO, INC.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

361008105

(CUSIP Number)

 

November 16, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

  

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 361008105 SC 13G Page 2 of 5
         
         
1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Jon P. Kipp		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)   ☐
(b)   ☐		    
3.  

SEC USE ONLY

 
 

    
4.  

CITIZENSHIP OR PLACE OF ORGANIZATION
 

U.S.

    
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
714,273
  6.   SHARED VOTING POWER
 
1,054,245.281
  7.  

SOLE DISPOSITIVE POWER
 

714,273

  8.   SHARED DISPOSITIVE POWER
 
1,054,245.281
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,768,518.28 		   
10.   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)   ☐		    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.15%2		    
12.   TYPE OF REPORTING PERSON (see instructions)

IN		    

 

 

1 Shares owned beneficially in his capacity as Trustee of the Mariotti Family Irrevocable Trust uad 9/28/17 (“ILIT”), beneficially holding 268,081.76 shares of Class A Common Stock; and in his capacity as Trustee of the Brian R. Mariotti Grantor Retained Annuity Trust uad 9/28/17 (“GRAT”), beneficially holding 786,163.52 shares of Class A Common Stock.

2 Based on 24,733,240 shares of Class A Common Stock issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018.

 

 

 

 

CUSIP No. 361008105 SC 13G Page 3 of 5

 

Item 1.

 

  (a) Name of Issuer
FUNKO, INC.
     
  (b)

Address of Issuer’s Principal Executive Offices
2802 Wetmore Avenue

Everett, Washington 98201 

 

Item 2.

 

  (a) Name of Person Filing
Jon P. Kipp
     
  (b)

Address of the Principal Office or, if none, residence
16717 226th Ave NE

Woodinville, WA 98077

     
  (c) Citizenship
U.S.
     
  (d) Title of Class of Securities
Class A Common Stock, par value $0.0001 per share
     
  (e) CUSIP Number
361008105
     

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

CUSIP No. 361008105 SC 13G Page 4 of 5

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

         
  (a)   Amount beneficially owned: 1,768,518.28
         
  (b)   Percent of class:  7.15%
         
  (c)   Number of shares as to which the person has:
         
      (i) Sole power to vote or to direct the vote: 714,273
         
      (ii) Shared power to vote or to direct the vote: 1,054,245.281
         
      (iii) Sole power to dispose or to direct the disposition of: 714,273
         
      (iv) Shared power to dispose or to direct the disposition of: 1,054,245.281
         

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

Not applicable.

 

 

 

 

CUSIP No. 361008105 SC 13G Page 5 of 5

  

SIGNATURE

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 210.14a-11.

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

   
 

November 23, 2018

Date

   
 

/s/ Jon P. Kipp

Signature

   
 

Jon P. Kipp

Name