Funko, Inc. — Major Shareholding Notification 2020

Feb 5, 2020

SC 13G/A 1 d875248dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

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)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 361008105 SCHEDULE 13G PAGE 1 OF 7

| (1) | Names of
reporting persons: Fundamental Capital, LLC | |
| --- | --- | --- |
| (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: Delaware | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power: 0 |
| | (6) | Shared voting power: 433,138 |
| | (7) | Sole dispositive power: 0 |
| | (8) | Shared dispositive power: 433,138 |
| (9) | Aggregate amount beneficially owned by each reporting person: 433,138 | |
| (10) | Check if the aggregate amount in row
(9) excludes certain shares (see instructions): ☐ | |
| (11) | Percent of class represented by amount
in row (9): 1.2% | |
| (12) | Type of reporting person (see
instructions): OO | |

CUSIP No. 361008105 SCHEDULE 13G PAGE 2 OF 7

| (1) | Names of
reporting persons: Funko International, LLC | |
| --- | --- | --- |
| (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: Delaware | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power: 0 |
| | (6) | Shared voting power: 1,996,538 |
| | (7) | Sole dispositive power: 0 |
| | (8) | Shared dispositive power: 1,996,538 |
| (9) | Aggregate amount beneficially owned by each reporting person: 1,996,538 | |
| (10) | Check if the aggregate amount in row
(9) excludes certain shares (see instructions): ☐ | |
| (11) | Percent of class represented by amount
in row (9): 5.4% | |
| (12) | Type of reporting person (see
instructions): OO | |

CUSIP No. 361008105 SCHEDULE 13G PAGE 3 OF 7

| (1) | Names of
reporting persons: Fundamental Capital Partners, LLC | |
| --- | --- | --- |
| (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: Delaware | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power: 0 |
| | (6) | Shared voting power: 2,429,676 |
| | (7) | Sole dispositive power: 0 |
| | (8) | Shared dispositive power: 2,429,676 |
| (9) | Aggregate amount beneficially owned by each reporting person: 2,429,676 | |
| (10) | Check if the aggregate amount in row
(9) excludes certain shares (see instructions): ☐ | |
| (11) | Percent of class represented by amount
in row (9): 6.5% | |
| (12) | Type of reporting person (see
instructions): OO | |

CUSIP No. 361008105 SCHEDULE 13G PAGE 4 OF 7

| (1) | Names of
reporting persons: Kevin G. Keenley | |
| --- | --- | --- |
| (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: Delaware | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power: 0 |
| | (6) | Shared voting power: 2,429,676 |
| | (7) | Sole dispositive power: 0 |
| | (8) | Shared dispositive power: 2,429,676 |
| (9) | Aggregate amount beneficially owned by each reporting person: 2,429,676 | |
| (10) | Check if the aggregate amount in row
(9) excludes certain shares (see instructions): ☐ | |
| (11) | Percent of class represented by amount
in row (9): 6.5% | |
| (12) | Type of reporting person (see
instructions): IN | |

CUSIP No. 361008105 SCHEDULE 13G PAGE 5 OF 7

| (1) | Names of
reporting persons: Richard L. McNally | |
| --- | --- | --- |
| (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: Delaware | |
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power: 0 |
| | (6) | Shared voting power: 2,429,676 |
| | (7) | Sole dispositive power: 0 |
| | (8) | Shared dispositive power: 2,429,676 |
| (9) | Aggregate amount beneficially owned by each reporting person: 2,429,676 | |
| (10) | Check if the aggregate amount in row
(9) excludes certain shares (see instructions): ☐ | |
| (11) | Percent of class represented by amount
in row (9): 6.5% | |
| (12) | Type of reporting person (see
instructions): IN | |

CUSIP No. 361008105 SCHEDULE 13G PAGE 6 OF 7

Item 1(a).	Name of issuer:
	Funko, Inc. (the “Issuer”)
Item 1(b).	Address of issuer’s principal executive offices:
	2802 Wetmore Avenue Everett, Washington 98201
Item 2(a).	Name of person filing:
	This Amendment No. 1 to Schedule 13G is being filed by: (i) Fundamental Capital, LLC a Delaware limited
liability company (“Fundamental Capital”), (ii) Funko International, LLC, a Delaware limited liability company (“Funko International”), (iii) Fundamental Capital Partners, LLC, a Delaware limited liability company
(“FCP”), (iv) Kevin G. Keenley, and (v) Richard L. McNally (all of the foregoing, collectively, the “Reporting Persons”).
	Fundamental Capital is the Manager of Funko International, and FCP is the Manager of Fundamental Capital. Richard
McNally and Kevin Keenley are the sole members of and hold voting membership interests in FCP.
Item 2(b).	Address of principal business office or, if none, residence:
	The principal business office of the Reporting Persons is: 4 Embarcadero Center Suite 1400 San
Francisco, CA 94111
Item 2(c).	Citizenship:
	Fundamental Capital, Funko International, and FCP are limited liability companies organized in Delaware. Kevin G. Keenley and Richard L. McNally are citizens of the
United States.
Item 2(d).	Title of Class of Securities:
	Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
Item 2(e).	CUSIP No.:
	361008105
Item 3.	Not Applicable.
Item 4.	Ownership
	The ownership information below represents beneficial ownership by the Reporting Persons of Class A Common Stock
of the Issuer as of December 31, 2019, based upon 34,900,625 shares of Class A Common Stock outstanding as of October 29, 2019, as reported by the Issuer in its Quarterly Report on Form 10-Q for
the period ended September 30, 2019 filed with the Securities and Exchange Commission on October 31, 2019, and assumes the conversion of Common Units (“Common Units”) of Funko Acquisition Holdings, L.L.C. beneficially owned by
the respective Reporting Persons into shares of Class A Common Stock on a one-for-one basis.

CUSIP No. 361008105 SCHEDULE 13G PAGE 7 OF 7

Reporting Person — Fundamental Capital	433,138	1.2 %	0	433,138	0	433,138
Funko International	1,996,538	5.4 %	0	1,996,538	0	1,996,538
FCP	2,429,676	6.5 %	0	2,429,676	0	2,429,676
Kevin G. Keenley	2,429,676	6.5 %	0	2,429,676	0	2,429,676
Richard L. McNally	2,429,676	6.5 %	0	2,429,676	0	2,429,676

Item 5.	Ownership of Five Percent or Less of a Class
	Fundamental Capital has ceased to be the beneficial owner of more than five percent of the Class A Common Stock
of the Issuer.
	Funko International, FCP, Kevin G. Keenley, and Richard L. McNally each remain the beneficial owner of more than
five percent of Class A Common Stock of the Issuer.
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 or Control Person
	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
	Not Applicable.

EXHIBIT INDEX

Exhibit No.	Document
99.1	Joint Filing Agreement, dated February 12, 2018, among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13G filed on February 12, 2018)

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.

February 4, 2020	Fundamental Capital, LLC — By:	/s/ Kevin G. Keenley
	Name:	Kevin G. Keenley
	Title:	Member, Fundamental Capital Partners, LLC
	Funko International, LLC
February 4, 2020	By:	/s/ Kevin G. Keenley
	Name:	Kevin G. Keenley
	Title:	Member, Fundamental Capital Partners, LLC
	Fundamental Capital Partners, LLC
February 4, 2020	By:	/s/ Kevin G. Keenley
	Name:	Kevin G. Keenley
	Title:	Member, Fundamental Capital Partners, LLC
February 4, 2020	By:	/s/ Kevin G. Keenley
	Name:	Kevin G. Keenley
February 4, 2020	By:	/s/ Richard L. McNally
	Name:	Richard L. McNally

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)