Amended Statement of Ownership (sc 13g/a)
February 10 2020 - 11:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
Funko, Inc.
|
(Name of Issuer)
|
Class A Common Stock, par
value $0.0001 per share
|
|
(Title of Class of Securities)
|
361008105
|
|
(CUSIP Number)
|
|
December 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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 the disclosures provided in a prior cover page.
The information required in 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
|
SCHEDULE 13G/A
|
Page
2 of 9 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Woodson Capital Master Fund, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
971,249
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
971,249
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
971,249
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.78%
|
12
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TYPE OF REPORTING PERSON
OO
|
CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 3
of 9 Pages
|
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
Woodson Capital General Partner, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,050,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,050,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 4
of 9 Pages
|
|
|
|
|
|
1
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NAME OF REPORTING PERSONS
Woodson Capital Management, LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,050,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,050,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12
|
TYPE OF REPORTING PERSON
PN, IA
|
CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 5
of 9 Pages
|
|
|
|
|
|
1
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NAME OF REPORTING PERSONS
Woodson Capital GP, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,050,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,050,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12
|
TYPE OF REPORTING PERSON
OO
|
CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 6
of 9 Pages
|
|
|
|
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|
1
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NAME OF REPORTING PERSONS
James Woodson Davis
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
o
(b)
x
|
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
-0-
|
6
|
SHARED VOTING POWER
1,050,000
|
7
|
SOLE DISPOSITIVE POWER
-0-
|
8
|
SHARED DISPOSITIVE POWER
1,050,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,050,000
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
12
|
TYPE OF REPORTING PERSON
IN
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CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 7
of 9 Pages
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Item 1.
|
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(a) Name of Issuer:
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Funko, Inc. (the “Company”)
|
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(b) Address of Issuer’s Principal
Executive Offices:
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2802
Wetmore Avenue, Everett, Washington, 98201
Item 2.
|
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(a) Name of Person Filing:
|
(i) Woodson Capital Master Fund, LP, a Cayman Islands exempted company (“Woodson Master ”), with
respect to the Shares held by it;
(ii)
Woodson Capital General Partner, LLC, a Delaware limited liability company and the general partner of Woodson Master
(the “Fund General Partner”), with respect to the Shares held by Woodson Master and other private funds;
(iii)
Woodson Capital Management, LP, a Delaware limited partnership and the investment manager of Woodson Master (the
“Investment Manager”), with respect to the Shares held by Woodson Master and other private funds;
(iv)
Woodson Capital GP, LLC, a Delaware limited liability company and the general partner of the Investment Manager (the “Investment
Manager General Partner”), with respect to the Shares held by Woodson Master and other private funds; and
(v)
James Woodson Davis, a United States citizen and the sole managing member of the Investment Manager General Partner
(“Woodson”), with respect to the Shares held by Woodson Master and other private funds.
|
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(b) Address
of Principal Business Office, or, if none, Residence:
|
The
address of the principal business office of (i) all of the Reporting Persons other than Woodson Master is 101 Park
Avenue, 48th Floor, New York, New York, 10178; and (ii) Woodson Master is Maples Corporate Services Limited, Ugland House
Grand Cayman, KY1-1104 Cayman Islands.
The
citizenship of each of the Reporting Persons is set forth in the cover page for each Reporting Person.
|
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(d) Title of Class of Securities:
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Class
A Common Stock, par value $0.0001 per share (the “Shares”)
361008105
CUSIP
No. 361008105
|
SCHEDULE 13G/A
|
Page 8
of 9 Pages
|
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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 an entity specified in (a) - (k):
|
Item
4. Ownership
The
information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting
Person hereto is incorporated herein by reference for each such Reporting Person.
As
of December 31, 2019, Woodson may be deemed to beneficially own an aggregate of 1,050,000 Shares of the Company. Ownership is based
on 34,900,625 Shares deemed issued and outstanding as of October 29, 2019, based on
information found on the Company's 10-Q.
The
Shares reported hereby for Woodson Master are owned directly by it. The Fund General Partner, as the general partner of
Woodson Master, may be deemed to be a beneficial owner of all such Shares owned by Woodson Master. The Investment Manager, as
investment manager of Woodson Master may be deemed to be a beneficial owner of all such Shares owned by Woodson Master. The
Investment Manager General Partner, as general partner of the Investment Manager, may be deemed to be a beneficial owner of
all such Shares owned by Woodson Master. Woodson, as the sole managing member of the Investment Manager General Partner, may
be deemed to be a beneficial owner of all such Shares owned by Woodson Master. Each of the Fund General Partner, the
Investment Manager, the Investment Manager General Partner, and Woodson hereby disclaims any beneficial ownership of any
such Shares.
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 5 percent of the class of securities, check the following [X].
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 or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
The Reporting Persons are filing this Schedule 13G/A pursuant to Rule 13d-1(c). Consistent with Item 2 of the cover page for
each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
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.
CUSIP No. 361008105
|
SCHEDULE 13G/A
|
Page 9
of 9 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
Dated:
February 10, 2020
|
WOODSON CAPITAL GP, LLC
|
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By: James Woodson Davis
|
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|
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|
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By:
|
/s/
James Woodson Davis
|
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Name:
|
James Woodson Davis
|
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Title:
|
Managing Member
|
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WOODSON CAPITAL GENERAL PARTNER, LLC
|
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By: James Woodson Davis
|
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By:
|
/s/
James Woodson Davis
|
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Name:
|
James Woodson Davis
|
|
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Title:
|
Managing Member
|
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WOODSON CAPITAL MANAGEMENT, LP
|
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On its own behalf
|
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And as Investment Manager to
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WOODSON CAPITAL MASTER FUND, LP
|
|
|
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By: James Woodson Davis
|
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By:
|
/s/
James Woodson Davis
|
|
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Name:
|
James Woodson Davis
|
|
|
Title:
|
Managing Member of Woodson Capital GP, LLC
|
|
|
|
|
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By:
|
/s/
James Woodson Davis
|
|
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Name:
|
James Woodson Davis
|
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