Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
Under the Securities Exchange Act of 1934
Funko, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value 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:
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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).
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CUSIP No. 361008105
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13G/A
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Page
2
of 5 Pages
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1
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NAMES OF
REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fifth Street Station LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
3,187,834
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
3,187,834
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,187,834
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
9.2% (1)
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12
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TYPE OF REPORTING PERSON
OO
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(1)
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Based upon 34,900,625 shares of Class A common stock of Funko, Inc. (the Company) outstanding as of
October 29, 2019, as reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the Securities and Exchange Commission (the SEC) on October 31, 2019.
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CUSIP No. 361008105
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13G/A
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Page
3
of 5 Pages
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Item 1(a)
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Name of Issuer:
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Funko, Inc.
Item 1(b)
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Address of Issuers Principal Executive Offices:
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2802 Wetmore Avenue, Everett, WA 98201
Item 2(a)
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Name of Person Filing:
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Fifth Street Station LLC (Fifth Street).
Item 2(b)
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Address of Principal Business Office or, If None, Residence:
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(i) 505 Fifth Avenue South, Suite 900, Seattle, WA 98104
(i) Delaware
Item 2(d)
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Title of Class of Securities:
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Class A Common Stock, $0.0001 par value per share
361008105
Item 3.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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CUSIP No. 361008105
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13G/A
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Page
4
of 5 Pages
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(i)
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☐
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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);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
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(k)
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Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please
specify the type of institution:
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Not applicable.
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Reporting Person
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class*
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Fifth Street
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2,101,503
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0
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2,101,5030
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0
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2,101,503
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8.5
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%
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*
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Based upon 34,900,625 shares of Class A common stock of the Company outstanding as of October 29, 2019, as
reported by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 filed with the SEC on October 31, 2019.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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 or
more than five percent of the class of securities, check the following box: ☐
Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of Subsidiary Which Acquired the Security Being Reported on
by the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
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CUSIP No. 361008105
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13G/A
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Page
5
of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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Dated: February 12, 2020
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FIFTH STREET STATION LLC
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By:
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/s/ Chris Orndorff
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Name:
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Chris Orndorff
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Title:
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Vice President
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