Statement of Ownership (sc 13g)
February 13 2018 - 4:26PM
Edgar (US Regulatory)
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule
13d-102)
Information to be Included in Statements Filed Pursuant
to §
240.13d-1(b),
(c) and (d) and Amendments Thereto Filed
Pursuant to §
240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Funko, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
361008105
(CUSIP Number)
December 31, 2017
(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 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 (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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Schedule 13G
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Page 1 of 7
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1
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Names of
Reporting Persons
Jon P. & Trishawn P. Kipp Childrens Trust uad
5/31/2014
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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
Washington
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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
1,910,084
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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
1,910,084
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,084
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
7.6%
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12
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Type of Reporting Person
OO (Trust)
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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
Trishawn P. Kipp
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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
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
1,910,084
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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
1,910,084
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,084
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10
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares
Not Applicable
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11
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Percent of Class Represented by
Amount in Row 9
7.6%
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12
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Type of Reporting Person
IN
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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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ITEM 1. (a)
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Name of Issuer:
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Funko, Inc. (the Issuer).
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(b)
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Address of Issuers Principal Executive Offices:
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2802 Wetmore
Avenue
Everett, Washington 98201
ITEM 2. (a)
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Name of Person Filing:
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Each of the following is hereinafter
individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
Jon P. & Trishawn P. Kipp Childrens Trust uad 5/31/2014 (the Trust)
Trishawn P. Kipp
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(b)
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Address or Principal Business Office:
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The business address of each of
the Reporting Persons is C/O Funko, Inc., 2802 Wetmore Avenue, Everett Washington, 98201.
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(c)
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Citizenship of each Reporting Person is:
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Trishawn P. Kipp is a citizen
of the United States and the Trust is organized in the state of Washington.
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(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).
361008105
Not applicable.
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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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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 of the Issuer on a
one-to-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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Jon P. & Trishawn P. Kipp Childrens Trust uad 5/31/2014
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1,910,084
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7.6
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%
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0
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1,910,084
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0
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1,910,084
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Trishawn P. Kipp
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1,910,084
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7.6
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%
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0
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1,910,084
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0
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1,910,084
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The Trust is the record holder of 1,910,084 Common Units. Trishawn P. Kipp is the sole trustee
of the Trust and may be deemed to indirectly beneficially own the securities held by the Trust.
ITEM 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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 the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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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.
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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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Not applicable.
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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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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.
Date
: February 13, 2018
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Jon P. & Trishawn P. Kipp Childrens Trust uad 5/31/2014
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By:
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/s/ Trishawn P. Kipp
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Name:
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Trishawn P. Kipp
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Title:
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Trustee
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/s/ Trishawn P. Kipp
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Trishawn P. Kipp
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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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LIST OF EXHIBITS
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Exhibit No.
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Description
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99
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Joint Filing Agreement.
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