Sec Form 4 Filing - ACON Equity GenPar, L.L.C. @ Funko, Inc. - 2021-06-11

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ACON Equity GenPar, L.L.C. 2. Issuer Name and Ticker or Trading Symbol Funko, Inc. [ FNKO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ACON INVESTMENTS, L.L.C., 1133 CONNECTICUT AVE., NW, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2021 (Street) WASHINGTON, DC20036 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Class A Common Stock 06/11/2021 C 67,216 ( 1 ) A 67,216 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/11/2021 S( 4 ) 67,216 D $ 23.38 ( 5 ) 0 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/11/2021 S( 4 ) 31,841 D $ 23.38 ( 5 ) 4,175,672 I By ACON Funko Investors Holdings 1, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/11/2021 S( 4 ) 13,425 D $ 23.38 ( 5 ) 1,760,655 I By ACON Funko Investors Holdings 2.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/11/2021 S( 4 ) 37,482 D $ 23.38 ( 5 ) 4,915,531 I By ACON Funko Investors Holdings 3.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/11/2021 S( 4 ) 36 D $ 23.38 ( 5 ) < /td> 15,588 I By ACON Funko Manager, L.L.C. ( 2 ) ( 3 ) Class B Common Stock ( 6 ) 06/11/2021 D 67,216 D 8,814,904 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 C 14,129 ( 1 ) A 14,129 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 14,129 D $ 22.58 ( 8 ) 0 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 6,693 D $ 22.58 ( 8 ) 4,168,979 I By ACON Funko Investors Holdings 1, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 2,822 D $ 22.58 ( 8 ) 1,757,833 I By ACON Funko Investors Holdings 2.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 7,879 D $ 22.58 ( 8 ) 4,907,652 I By ACON Funko Investors Holdings 3.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 7 D $ 22.58 ( 8 ) 15,581 I By ACON Funko Manager, L.L.C. ( 2 ) ( 3 ) Class B Common Stock ( 6 ) 06/14/2021 D 14,129 D 8,800,775 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 C 4,111 ( 1 ) A 4,111 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 4,111 D $ 23.47 ( 9 ) 0 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 1,947 D $ 23.47 ( 9 ) 4,167,032 I By ACON Funko Investors Holdings 1, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 821 D $ 23.47 ( 9 ) 1,757,012 I By ACON Funko Investors Holdings 2.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 2,292 D $ 23.47 ( 9 ) 4,905,360 I By ACON Funko Investors Holdings 3.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/14/2021 S( 4 ) 3 D $ 23.47 ( 9 ) 15,578 I By ACON Funko Manager, L.L.C. ( 2 ) ( 3 ) Class B Common Stock ( 6 ) 06/14/2021 D 4,111 D 8,796,664 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 C 13,576 ( 1 ) A 13,576 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 S( 4 ) 13,576 D $ 22.57 ( 10 ) 0 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 S( 4 ) 6,431 D $ 22.57 ( 10 ) 4,160,601 I By ACON Funko Investors Holdings 1, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 S( 4 ) 2,712 D $ 22.57 ( 10 ) 1,754,300 I By ACON Funko Investors Holdings 2.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 S( 4 ) 7,570 D $ 22.57 ( 10 ) 4,897,790 I By ACON Funko Investors Holdings 3.5, L.L.C. ( 2 ) ( 3 ) Class A Common Stock 06/15/2021 S( 4 ) 7 D $ 22.57 ( 10 ) 15,571 I By ACON Funko Manager, L.L.C. ( 2 ) ( 3 ) Class B Common Stock ( 6 ) 06/15/2021 D 13,576 D 8,783,088 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units of Funko Acquisition Holdings, L.L.C. ( 11 ) 06/11/2021 C 67,216 ( 11 ) ( 11 ) Class A common stock 67,216 ( 11 ) 8,814,904 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Common Units of Funko Acquisition Holdings, L.L.C. ( 11 ) 06/14/2021 C 18,240 ( 11 ) ( 11 ) Class A common stock 18,240 ( 11 ) 8,796,664 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 ) Common Units of Funko Acquisition Holdings, L.L.C. ( 11 ) 06/15/2021 C 13,576 ( 11 ) ( 11 ) Class A common stock 13,576 ( 11 ) 8,783,088 I By ACON Funko Investors, L.L.C. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ACON Equity GenPar, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X ACON Funko Manager, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X ACON Funko Investors, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X ACON Funko Investors Holdings 1, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X ACON Funko Investors Holdings 2.5, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X ACON Funko Investors Holdings 3.5, L.L.C. C/O ACON INVESTMENTS, L.L.C. 1133 CONNECTICUT AVE., NW, SUITE 700 WASHINGTON, DC20036 X X Signatures /s/ Teresa Bernstein, Attorney-in-fact 06/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the redemption by the Issuer of common units of Funko Acquisition Holdings, L.L.C. in exchange for newly-issued shares of Class A common stock on a one-for-one basis. ( 2 )ACON Funko Manager, L.L.C. is (x) the sole manager of, and exercises voting and investment power over shares held by, ACON Funko Investors, L.L.C. and (y) the sole managing member of, and exercises voting and investment power over shares held by, ACON Funko Investors Holdings 1, L.L.C. ACON Equity GenPar, L.L.C. is the sole managing member of, and exercises voting and investment power over shares held by, each of ACON Funko Investors Holdings 2.5, L.L.C. and ACON Funko Investors Holdings 3.5, L.L.C. ( 3 )Voting and investment decisions at ACON Funko Manager, L.L.C. are made by a board of managers, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Voting and investment decisions at ACON Equity GenPar, L.L.C. are made by an investment committee, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Exchange Act or any other purpose. ( 4 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 11, 2021. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.20 to $23.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (8), (9) and (10) to this Form 4. ( 6 )The shares of Class B common stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of common units of Funko Acquisition Holdings, L.L.C. ( 7 )Reflects the cancellation for no consideration of a number of shares of Class B common stock equal to the number of common units of Funko Acquisition Holdings, L.L.C. redeemed by the Issuer pursuant to their terms in connection with the redemption. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.29 to $23.28, inclusive. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.29 to $23.53, inclusive. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.18 to $23.02, inclusive. ( 11 )At the request of the holder, the common units may be redeemed for, at the Issuer's election, newly-issued shares of Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed.

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