Sec Form 13G Filing - ACON Equity GenPar L.L.C. filing for Funko Inc. (FNKO) - 2021-02-16

(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

________________________

*	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.

CUSIP No. 361008105

13G

 

 

* See Item 4.

 

*	See Item 4.

 

*	See Item 4.

 

*	See Item 4.

 

*	See Item 4.

Item 1.

2802 Wetmore Avenue, Everett, Washington 98201

Item 2.

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":

(i)	ACON Equity GenPar, L.L.C.

(ii)	ACON Funko Manager, L.L.C.

(iii)

ACON Funko Investors, L.L.C.

(iv)	ACON Funko Investors Holdings 1, L.L.C.

(v)	ACON Funko Investors Holdings 2.5, L.L.C.

(vi)	ACON Funko Investors Holdings 3.5, L.L.C.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

c/o ACON Investments, L.L.C.

1133 Connecticut Ave., NW, Suite 700

Washington, DC 20036

(i)	ACON Equity GenPar, L.L.C.: Delaware (place of organization)

(ii)	ACON Funko Manager, L.L.C.: Delaware (place of organization)

(iii)

ACON Funko Investors, L.L.C.: Delaware (place of organization)

(iv)	ACON Funko Investors Holdings 1, L.L.C.: Delaware (place of organization)

(v)	ACON Funko Investors Holdings 2.5, L.L.C.: Delaware (place of organization)

(vi)	ACON Funko Investors Holdings 3.5, L.L.C.: Delaware (place of organization)

Class A Common Stock, $0.0001 par value

361008105

 

(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);

(f)	☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(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).

(a)

– (c)

(1) 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., formerly known as ACON Funko Investors Holdings 2, L.L.C. and ACON Funko Investors Holdings 3.5, L.L.C., formerly known as ACON Funko Investors Holdings 3, L.L.C. 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 committee, the members of which are Bernard Aronson, Kenneth Brotman, Jonathan Ginns, Daniel Jinich, Andre Bhatia and Aron Schwartz.  Each of the members of the board of managers and investment committee, as applicable, disclaims beneficial ownership of these securities except to the extent of any pecuniary interest therein.  ACON Equity Management, L.L.C. advises ACON Equity GenPar, L.L.C. and ACON Funko Manager, L.L.C., though it does not exercise voting or dispositive control over the shares beneficially owned by them.

(2) ACON Funko Investors, L.L.C. is the holder of 8,882,120 common units of the Issuer. 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. This report assumes the exchange of the common units held by the Reporting Persons into shares of Class A common stock on a one-to-one basis.

 

 

Item 7.

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

 

 

 

Not Applicable.

SIGNATURE

 

Exhibit No.	Description
99.1	Joint Filing Agreement.