Statement of Ownership (sc 13g)
February 12 2018 - 04:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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, 2017
(Date of Event That 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)
*
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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 the disclosures provided in a prior cover page.
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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 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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SCHEDULE 13G
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PAGE 1 OF 7
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1.
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NAMES OF
REPORTING PERSONS
Fundamental Capital, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(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
0
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6.
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SHARED VOTING POWER
1,243,138
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
1,243,138
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,243,138
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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)
5.1%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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CUSIP No. 361008105
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SCHEDULE 13G
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PAGE 2 OF 7
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1.
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NAMES OF
REPORTING PERSONS
Funko International, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(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
0
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6.
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SHARED VOTING POWER
5,686,538
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
5,686,538
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,686,538
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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)
19.6%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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CUSIP No.
361008105
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SCHEDULE 13G
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PAGE 3 OF 7
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1.
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NAMES OF
REPORTING PERSONS
Fundamental Capital Partners, LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(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
0
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6.
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SHARED VOTING POWER
6,929,676
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
6,929,676
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,929,676
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
22.9%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
OO
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CUSIP No.
361008105
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SCHEDULE 13G
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PAGE 4 OF 7
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1.
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NAMES OF
REPORTING PERSONS
Richard L. McNally
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(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
United States
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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
0
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6.
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SHARED VOTING POWER
6,929,676
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
6,929,676
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,929,676
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
22.9%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP No.
361008105
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SCHEDULE 13G
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PAGE 5 OF 7
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1.
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NAMES OF
REPORTING PERSONS
Kevin G. Keenley
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(see instructions)
(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
United States
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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
0
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6.
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SHARED VOTING POWER
6,929,676
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
6,929,676
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,929,676
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10.
|
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
☐
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (9)
22.9%
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12.
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
IN
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CUSIP No. 361008105
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SCHEDULE 13G
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PAGE 6 OF 7
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Item 1(a).
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Name of Issuer:
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Funko, Inc. (the Issuer)
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Item 1(b).
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Address of Issuers Principal Executive Offices:
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2802 Wetmore Avenue
Everett, Washington 98201
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Item 2(a).
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Name of Person(s) Filing:
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This statement (the Statement) is being filed by: (i) Funko International, LLC, a Delaware limited
liability company (Funko International), (ii) Fundamental Capital, LLC a Delaware limited liability company (Fundamental Capital), which serves as the Manager of Funko International, (iii) Fundamental Capital Partners,
LLC, a Delaware limited liability company (FCP), which serves as the Manager of Fundamental Capital, (iv) Richard L. McNally, a director of the Issuer and a voting member of FCP, and (v) Kevin G. Keenley, a voting member of FCP
(all of the foregoing, collectively, the Reporting Persons).
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Item 2(b).
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Address of Principal Business Office, or, if None, Residence:
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The business address of each of the Reporting Persons is:
4 Embarcadero Center
Suite 1400
San
Francisco, CA 94111
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Item 2(c).
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Citizenship:
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Funko International, Fundamental Capital and FCP are limited liability companies organized in Delaware.
Richard L. McNally and Kevin G. Keenley are citizens of the
United States.
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Item 2(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.0001 per share (Class A Common Stock)
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Item 2(e).
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CUSIP Number:
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361008105
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Item 3.
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Not Applicable.
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CUSIP No. 361008105
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SCHEDULE 13G
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PAGE 7 OF 7
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Item 4.
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Ownership:
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The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of
December 31, 2017, based upon 23,337,705 shares of Class A Common Stock outstanding as of December 5, 2017 and assumes the conversion of the Common Units (Common Units) of Funko Acquisition Holdings, L.L.C. held by the
Reporting Persons into shares of Class A Common Stock on a
one-for-one
basis.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class:
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Sole
power
to vote
or to
direct
the vote:
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Shared
power to
vote or to
direct the
vote:
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Sole
power to
dispose or
to direct
the
disposition
of:
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Shared
power to
dispose or
to direct
the
disposition
of:
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Fundamental Capital
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1,243,138
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5.1
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%
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0
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1,243,138
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0
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1,243,138
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Funko International
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5,686,538
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19.6
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%
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0
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5,686,538
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0
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5,686,538
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FCP
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6,929,676
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22.9
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%
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0
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6,929,676
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0
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6,929,676
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Richard L. McNally
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6,929,676
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22.9
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%
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0
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6,929,676
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0
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6,929,676
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Kevin G. Keenley
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6,929,676
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22.9
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%
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0
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6,929,676
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0
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6,929,676
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certification.
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Not Applicable.
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EXHIBIT INDEX
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Exhibit No.
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Document
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99.1
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Joint Filing Agreement, dated February 12, 2018, among Fundamental Capital, LLC, Funko International, LLC, Fundamental Capital Partners, LLC, Richard L. McNally and Kevin G. Keenley to file this joint statement on Schedule
13G.
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SIGNATURE
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.
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Funko International, LLC
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Date: February 12, 2018
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By:
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/s/ Kevin G. Keenley
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Name:
Title:
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Kevin G. Keenley
Manager
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Fundamental Capital, LLC
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Date: February 12, 2018
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By:
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/s/ Kevin G. Keenley
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Name:
Title:
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Kevin G. Keenley
Member
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Fundamental Capital Partners, LLC
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Date: February 12, 2018
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By:
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/s/ Kevin G. Keenley
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Name:
Title:
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Kevin G. Keenley
Member
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Date: February 12, 2018
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/s/ Richard L. McNally
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Richard L. McNally
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Date: February 12, 2018
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/s/ Kevin G. Keenley
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Kevin G. Keenley
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