SC 13G

 

 

Securities and Exchange Commission

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Funko, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

361008105

(CUSIP Number)

December 31, 2017

(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 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

 

Jon P. & Trishawn P. Kipp Children’s Trust uad 5/31/2014

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

Washington

Number of Shares Beneficially Owned by Each Reporting Person With      

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,910,084

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,910,084

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,910,084

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

7.6%

12  

Type of Reporting Person

 

OO (Trust)

 


CUSIP No. 361008105    Schedule 13G    Page 2 of 7

 

  1   

Names of Reporting Persons

 

Trishawn P. Kipp

  2  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3  

SEC Use Only

 

  4  

Citizenship or Place of Organization

 

United States

Number of Shares Beneficially Owned by Each Reporting Person With      

Sole Voting Power

 

0

   6   

Shared Voting Power

 

1,910,084

   7   

Sole Dispositive Power

 

0

   8   

Shared Dispositive Power

 

1,910,084

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

1,910,084

10  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

Not Applicable

11  

Percent of Class Represented by Amount in Row 9

 

7.6%

12  

Type of Reporting Person

 

IN

 


CUSIP No. 361008105    Schedule 13G    Page 3 of 7

 

ITEM 1. (a) Name of Issuer:

Funko, Inc. (the “Issuer”).

 

  (b) Address of Issuer’s Principal Executive Offices:

2802 Wetmore Avenue

Everett, Washington 98201

 

ITEM 2. (a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

Jon P. & Trishawn P. Kipp Children’s Trust uad 5/31/2014 (the “Trust”)

Trishawn P. Kipp

 

  (b) Address or Principal Business Office:

The business address of each of the Reporting Persons is C/O Funko, Inc., 2802 Wetmore Avenue, Everett Washington, 98201.

 

  (c) Citizenship of each Reporting Person is:

Trishawn P. Kipp is a citizen of the United States and the Trust is organized in the state of Washington.

 

  (d) Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”).

 

  (e) CUSIP Number:

361008105

 

ITEM 3.

Not applicable.


CUSIP No. 361008105    Schedule 13G    Page 4 of 7

 

ITEM 4. Ownership.

The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2017, based upon 23,337,705 shares of Class A Common Stock outstanding as of December 5, 2017 and assumes the conversion of the Common Units (“Common Units”) of Funko Acquisition Holdings, L.L.C. held by the Reporting Persons into shares of Class A Common Stock of the Issuer on a one-to-one basis.

 

Reporting Person   

Amount

beneficially

owned

    

Percent

of class:

    Sole
power
to vote
or to
direct
the vote:
    

Shared

power to

vote or to
direct the
vote:

    

Sole
power to
dispose or
to direct
the
disposition

of:

    

Shared

power to

dispose or

to direct

the

disposition

of:

 

Jon P. & Trishawn P. Kipp Children’s Trust uad 5/31/2014

     1,910,084        7.6     0        1,910,084        0        1,910,084  

Trishawn P. Kipp

     1,910,084        7.6     0        1,910,084        0        1,910,084  

The Trust is the record holder of 1,910,084 Common Units. Trishawn P. Kipp is the sole trustee of the Trust and may be deemed to indirectly beneficially own the securities held by the Trust.

 

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

Not applicable.

 

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.


CUSIP No. 361008105    Schedule 13G    Page 5 of 7

 

ITEM 10. Certification.

Not applicable.


CUSIP No. 361008105    Schedule 13G    Page 6 of 7

 

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.

Date:    February 13, 2018

 

Jon P. & Trishawn P. Kipp Children’s Trust uad 5/31/2014

 

By:  

/s/ Trishawn P. Kipp

Name:   Trishawn P. Kipp
Title:  

Trustee

 

/s/ Trishawn P. Kipp

Trishawn P. Kipp


CUSIP No. 361008105    Schedule 13G    Page 7 of 7

 

LIST OF EXHIBITS

 

Exhibit No.

  

Description

99    Joint Filing Agreement.
EX-99

Exhibit 99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them of Funko, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 13th day of February, 2018.

 

Jon P. & Trishawn P. Kipp Children’s Trust uad 5/31/2014

 

By:  

/s/ Trishawn P. Kipp

Name:   Trishawn P. Kipp
Title:  

Trustee

 

/s/ Trishawn P. Kipp

Trishawn P. Kipp