Funko, Inc. — Major Shareholding Notification 2018

Dec 5, 2018

SC 13G/A 1 sc13g1218a1kipp_funkoinc.htm AMENDMENT NO. 1 TO SCHEDULE 13G

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

FUNKO, INC.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

361008105

(CUSIP Number)

November 16, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☒	Rule 13d-1(c)
☐	Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 SC 13G Page 2 of 5

| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Jon P. Kipp | |
| --- | --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐ | |
| 3. | SEC
USE ONLY | |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION U.S. | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 1,768,517 1 |
| | 6. | SHARED
VOTING POWER 0 |
| | 7. | SOLE
DISPOSITIVE POWER 1,768,517 1 |
| | 8. | SHARED
DISPOSITIVE POWER 0 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,768,517 | |
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.67% 2 | |
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN | |

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1 Includes 268,081 common units of Funko Acquisition Holdings, L.L.C. (“Common Units”) beneficially owned in his capacity as Trustee of the Mariotti Family Irrevocable Trust uad 9/28/17 (“ILIT”), and 786,163 Common Units beneficially owned in his capacity as Trustee of the Brian R. Mariotti Grantor Retained Annuity Trust uad 9/28/17 (“GRAT”).

2 Based on 24,733,240 shares of Class A Common Stock issued and outstanding as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2018, as well as the conversion of all 1,768,517 Common Units beneficially owned on a one-to-one basis into Class A Common Stock of the Issuer.

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CUSIP No. 361008105 SC 13G Page 3 of 5

Item 1.

(a)	Name of Issuer FUNKO, INC.
(b)	Address
of Issuer’s Principal Executive Offices 2802 Wetmore Avenue Everett,
Washington 98201

Item 2.

(a)	Name of Person Filing Jon P. Kipp
(b)	Address
of the Principal Office or, if none, residence 16717 226th Ave NE Woodinville,
WA 98077
(c)	Citizenship U.S.
(d)	Title of Class of Securities Class A Common Stock, par value $0.0001 per share
(e)	CUSIP Number 361008105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | ☐ | Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in
accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in
accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |

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CUSIP No. 361008105 SC 13G Page 4 of 5

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of November 23, 2018, assuming the conversion of the Common Units (“Common Units”) of Funko Acquisition Holdings, L.L.C. held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.

| (a) | Amount beneficially owned: 1,768,517
Common Units | |
| --- | --- | --- |
| (b) | Percent of class: 6.67% | |
| (c) | Number of shares as to which the
person has: | |
| | (i) | Sole power to vote or to direct the vote: 1,768,517
Common Units |
| | (ii) | Shared power to vote or to direct the vote:
0 |
| | (iii) | Sole power to dispose or to direct the disposition
of: 1,768,517 Common Units |
| | (iv) | Shared power to dispose or to direct the disposition
of: 0 |

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Instruction . Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 210.14a-11.

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CUSIP No. 361008105 SC 13G Page 5 of 5

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.

| December
4, 2018 Date |
| --- |
| /s/
Jon P. Kipp Signature |
| Jon
P. Kipp Name |

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