SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Williams Cynthia W

(Last) (First) (Middle)
C/O FUNKO, INC
2802 WETMORE AVENUE

(Street)
EVERETT WA 98201

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Funko, Inc. [ FNKO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (1) 05/20/2024 A 385,208 (2) (2) CLASS A COMMON STOCK 385,208 $0 385,208 D
Restricted Stock Units (1) 05/20/2024 A 96,302 (3) (3) CLASS A COMMON STOCK 96,302 $0 96,302 D
Employee Stock Option (Right to Buy) $8.39 05/20/2024 A 297,974 (4) 05/19/2034 CLASS A COMMON STOCK 297,974 $0 297,974 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock or, at the election of the Issuer, an equivalent cash payment.
2. On May 20, 2024, the Reporting Person was granted 385,208 RSUs, vesting in four equal annual installments on each of the first through fourth anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
3. On May 20, 2024, the Reporting Person was granted 96,302 RSUs, vesting in three equal annual installments on each of the first through third anniversaries of the grant date, subject to the Reporting Person's continued employment with the Issuer through each applicable vesting date.
4. The option becomes exercisable, if at all, in full if the average daily closing price of the Company's Class A Common Stock during any 90 consecutive trading day period exceeds $25.17 prior to May 20, 2028, subject to the Reporting Person's continued employment with the Company; provided, that, in no event will the option become exercisable prior to May 20, 2026.
Remarks:
/s/ Tracy D. Daw as Attorney-in-Fact for Cynthia Williams 05/22/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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