FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Daw Tracy D
2. Issuer Name and Ticker or Trading Symbol

Funko, Inc. [ FNKO ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SEE REMARKS
(Last)          (First)          (Middle)

C/O FUNKO, INC., 2802 WETMORE AVENUE
3. Date of Earliest Transaction (MM/DD/YYYY)

4/29/2020
(Street)

EVERETT, WA 98201
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)4/29/2020  A   18081     (1) (1)Class A Common Stock 18081 $0.00 18081 D  
Option to Purchase Class A Common Stock $4.01 4/29/2020  A   29300     (2)4/29/2030 Class A Common Stock 29300 $0.00 29300 D  

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment. The RSUs vest in four equal installments on each of the first through fourth anniversaries of April 29, 2020, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
(2) The option will vest and become exercisable with respect to 25% of the shares subject thereto on April 29, 2021 and the remaining 75% of the option will vest in thirty-six equal monthly installments thereafter, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.

Remarks:
Senior Vice President, General Counsel and Secretary

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Daw Tracy D
C/O FUNKO, INC.
2802 WETMORE AVENUE
EVERETT, WA 98201


SEE REMARKS

Signatures
/s/ Tracy D. Daw5/4/2020
**Signature of Reporting PersonDate

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