| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FNKO | Class A Common Stock | Options Exercise | $68.4K | +11.8K | $5.80 | 11.8K | May 18, 2022 | See footnote | F1, F2 | |
| transaction | FNKO | Class A Common Stock | Conversion of derivative security | +5.29M | 5.29M | May 19, 2022 | By ACON Funko Investors, L.L.C. | F3, F4, F5 | |||
| transaction | FNKO | Class A Common Stock | Sale | -$111M | -5.29M | -100% | $21.00 | 0 | May 19, 2022 | By ACON Funko Investors, L.L.C | F4, F5, F6 |
| transaction | FNKO | Class A Common Stock | Sale | -$58M | -2.76M | -80% | $21.00 | 691K | May 19, 2022 | By ACON Funko Investors Holdings 1, L.L.C. | F4, F5, F6 |
| transaction | FNKO | Class A Common Stock | Sale | -$24.5M | -1.17M | -80% | $21.00 | 291K | May 19, 2022 | By ACON Funko Investors Holdings 2.5, L.L.C. | F4, F5, F6 |
| transaction | FNKO | Class A Common Stock | Sale | -$68.3M | -3.25M | -80% | $21.00 | 813K | May 19, 2022 | By ACON Funko Investors Holdings 3.5, L.L.C. | F4, F5, F6 |
| transaction | FNKO | Class A Common Stock | Sale | -$331K | -15.8K | -80% | $21.00 | 3.94K | May 19, 2022 | By ACON Funko Manager, L.L.C. | F4, F5, F6 |
| transaction | FNKO | Class B Common Stock | Disposed to Issuer | -5.29M | -80% | 1.32M | May 19, 2022 | By ACON Funko Investors, L.L.C. | F4, F5, F7, F8, F9 | ||
| transaction | FNKO | Class A Common Stock | Sale | -$198K | -9.44K | -80% | $21.00 | 2.36K | May 19, 2022 | See footnote | F2, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FNKO | Stock Option (Right to Buy) | Options Exercise | $0 | -11.8K | -100% | $0.00* | 0 | May 18, 2022 | Class A common stock | 11.8K | $5.80 | See footnote | F1, F2, F10 |
| transaction | FNKO | Common Units of Funko Acquisition Holdings, L.L.C. | Conversion of derivative security | -5.29M | -80% | 1.32M | May 19, 2022 | Class A common stock | 5.29M | By ACON Funk Investors, L.L.C. | F4, F5, F9, F11 |
ACON Equity GenPar, L.L.C. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents stock options to purchase 11,800 shares of the Issuer's Class A common stock held by Kenneth Brotman and Adam Kriger, who, at the time of vesting, served on the Issuer's board of directors as the Reporting Persons' representative. The stock options vested in full on May 27, 2021. |
| F2 | Each of Messrs. Brotman and Kriger has an agreement with ACON Funko Manager, L.L.C. pursuant to which he holds the reported securities for the benefit of the Reporting Persons. Accordingly, each of Messrs. Brotman and Kriger disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other purpose. The grant and exercise of such securities are exempt from Section 16(b) pursuant to Rule 16b-3(d) and Rule 16b-6(b), respectively, under the Exchange Act. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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 committe, 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 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 the reported shares for purposes of Section 16 of the Exchange Act or any other purpose. |
| F6 | On May 19, 2022, pursuant to a Stock Purchase Agreement dated May 3, 2022 by and among the Reporting Persons, Mr. Brotman and Mr. Kriger (collectively, the "ACON Parties") and TCG 3.0 Fuji, LP, an affiliate of The Cherin Group ("TCG"), the ACON Parties sold 12,520,559 shares of Class A common stock (including 23,292 shares of Class A common stock issued upon the redemption of 23,292 common units of Funko Acquisition Holdings, L.L.C. and the cancellation of 14,557 shares of Class B common stock owned by Mr. Kriger) to TCG. |
| F7 | 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. |
| F8 | 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. |
| F9 | On May 3, 2022, the common units of Funko Acquisition Holdings, L.L.C. were recapitalized through a reverse unit split, which resulted in the cancellation of approximately 0.9 million outstanding shares of the Issuer's Class B common stock in accordance with the Issuer's amended and restated certificate of incorporation (the "Recapitalization"). As a result of the Recapitalization, the common units and shares of Class B common stock beneficially owned by ACON Funko Manager, L.L.C. were each reduced by 681,823 and the common units and shares of Class B common stock beneficially owned by Mr. Kriger were reduced by 3,002 and 1,501, respectively. |
| F10 | Pursuant to the award agreement, the stock option will expire on May 27, 2030 unless earlier forfeited. Messrs. Brotman and Kriger resigned from the Issuer's board of directors effective May 19, 2022. As a result, the stock option was subject to forfeiture if not exercised by August 17, 2022. |
| F11 | 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. |
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.