Sec Form 3 Filing - Nickel Russell Eugene @ Funko, Inc. - 2017-11-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Nickel Russell Eugene
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)
CHIEF FINANCIAL OFFICER
(Last) (First) (Middle)
C/O FUNKO, INC., 2802 WETMORE AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2017
(Street)
EVERETT, WA98201
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 B Common Stock ( 1 ) 124,163 D
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 ( 2 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 3 ) Class A Common Stock 331,823 ( 3 ) D
Option to Purchase Common Units $ 0.05 ( 4 ) 10/20/2023 Class A Common Stock ( 5 ) 87,927 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nickel Russell Eugene
C/O FUNKO, INC.
2802 WETMORE AVENUE
EVERETT, WA98201
CHIEF FINANCIAL OFFICER
Signatures
/s/ Tracy Daw Attorney-in-Fact for Russell Eugene Nickel 11/02/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO"). One share of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), was issued for each vested common unit in FAH, LLC (each a "Common Unit") received pursuant to a reclassification of FAH, LLC that occurred in connection with the IPO. 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.
( 2 )The vested Common Units may be redeemed by the Reporting Person at any time following the closing of the Issuer's initial public offering for an equal number of shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. Upon the Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.
( 3 )124,163 Common Units are vested and 207,660 Common Units will vest in three equal annual installments on the first three anniversaries of December 21, 2016, subject to the Reporting Person's continued employment with the Issuer. The Common Units have no expiration date.
( 4 )The Option is fully vested.
( 5 )The Option is exercisable for Common Units, which are redeemable for Class A Common Stock (see footnote 2).

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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