<SEC-DOCUMENT>0000899243-17-025347.txt : 20171102
<SEC-HEADER>0000899243-17-025347.hdr.sgml : 20171102
<ACCEPTANCE-DATETIME>20171102213945
ACCESSION NUMBER:		0000899243-17-025347
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20171102
FILED AS OF DATE:		20171102
DATE AS OF CHANGE:		20171102

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Kipp Trishawn P
		CENTRAL INDEX KEY:			0001721648

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38274
		FILM NUMBER:		171174393

	MAIL ADDRESS:	
		STREET 1:		C/O FUNKO, INC.
		STREET 2:		2802 WETMORE AVENUE
		CITY:			EVERETT
		STATE:			WA
		ZIP:			98201

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Jon P. & Trishawn P. Kipp Children's Trust uad 5/31/2014
		CENTRAL INDEX KEY:			0001721641

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38274
		FILM NUMBER:		171174394

	BUSINESS ADDRESS:	
		STREET 1:		C/O FUNKO, INC.
		STREET 2:		2802 WETMORE AVNUE
		CITY:			EVERETT
		STATE:			WA
		ZIP:			98201
		BUSINESS PHONE:		(425) 783-3616

	MAIL ADDRESS:	
		STREET 1:		C/O FUNKO, INC.
		STREET 2:		2802 WETMORE AVNUE
		CITY:			EVERETT
		STATE:			WA
		ZIP:			98201

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Funko, Inc.
		CENTRAL INDEX KEY:			0001704711
		STANDARD INDUSTRIAL CLASSIFICATION:	GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		2802 WETMORE AVE
		CITY:			EVERETT
		STATE:			WA
		ZIP:			98201
		BUSINESS PHONE:		425-783-3616

	MAIL ADDRESS:	
		STREET 1:		2802 WETMORE AVE
		CITY:			EVERETT
		STATE:			WA
		ZIP:			98201
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2017-11-02</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001704711</issuerCik>
        <issuerName>Funko, Inc.</issuerName>
        <issuerTradingSymbol>FNKO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001721641</rptOwnerCik>
            <rptOwnerName>Jon P. &amp; Trishawn P. Kipp Children's Trust uad 5/31/2014</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O FUNKO, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>2802 WETMORE AVENUE</rptOwnerStreet2>
            <rptOwnerCity>EVERETT</rptOwnerCity>
            <rptOwnerState></rptOwnerState>
            <rptOwnerZipCode>98201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001721648</rptOwnerCik>
            <rptOwnerName>Kipp Trishawn P</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O FUNKO, INC.</rptOwnerStreet1>
            <rptOwnerStreet2>2802 WETMORE AVENUE</rptOwnerStreet2>
            <rptOwnerCity>EVERETT</rptOwnerCity>
            <rptOwnerState>WA</rptOwnerState>
            <rptOwnerZipCode>98201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Class B Common Stock</value>
                <footnoteId id="F1"/>
                <footnoteId id="F2"/>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>1910084</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Common Units</value>
                <footnoteId id="F2"/>
                <footnoteId id="F3"/>
                <footnoteId id="F4"/>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
                <footnoteId id="F4"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
                <footnoteId id="F4"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F4"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>1910084</value>
                    <footnoteId id="F4"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>D</value>
                </directOrIndirectOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the Issuer's initial public offering (the &quot;IPO&quot;). One share of the Issuer's Class B common stock, par value $0.0001 per share (the &quot;Class B Common Stock&quot;), was issued for each vested common unit in FAH, LLC (each a &quot;Common Unit&quot;) received pursuant to a reclassification of FAH, LLC that occurred in connection with the IPO. The shares of Class B Common Stock (i) confer no incidents of economic ownership on the holders thereof, (ii) only confer voting rights on the holders thereof and (iii) may only be issued, on a one-for-one basis, to the permitted holders of Common Units.</footnote>
        <footnote id="F2">Trishawn P. Kipp is the sole trustee of The Jon P. &amp; Trishawn P. Kipp Children's Trust uad 5/31/2014 (the &quot;Trust&quot;) and may be deemed to indirectly beneficially own the Class B Common Stock and Common Units reported herein.</footnote>
        <footnote id="F3">The Common Units may be redeemed by the Trust at any time following the closing of the Issuer's initial public offering for an equal number of shares of Class A Common Stock, par value $0.0001 per share (the &quot;Class A Common Stock&quot;) or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares.  Upon the Trust's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.</footnote>
        <footnote id="F4">All Common Units are vested and have no expiration date.</footnote>
    </footnotes>

    <remarks>Exhibit List:  Exhibit 24.1 - Power of Attorney for The Jon P. &amp; Trishawn P. Kipp Children's Trust uad 5/31/2014 and Exhibit 24.2 - Power of Attorney for Trishawn P. Kipp</remarks>

    <ownerSignature>
        <signatureName>/s/ Tracy Daw Attorney-in-Fact for The Jon P. &amp; Trishawn P. Kipp Childrens's Trust uad 5/31/2014</signatureName>
        <signatureDate>2017-11-02</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ Tracy Daw Attorney-in-Fact for Trishawn P. Kipp</signatureName>
        <signatureDate>2017-11-02</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>

                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Tracy Daw, Russell Nickel and Laurie Anderson or any of them
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

  (1) execute for and on behalf of the undersigned, in the undersigned's
      capacity as an officer and/or director of Funko, Inc. (the "Company"),
      Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
      Exchange Act of 1934 and the rules thereunder;

  (2) do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Form 3, 4,
      or 5, complete and execute any amendment or amendments thereto, and timely
      file such form with the SEC and any stock exchange or similar authority;
      and

  (3) take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of November 2017.

                                   THE JON P. AND TRISHAWN P. KIPP CHILDREN'S
                                   TRUST UAD 5/31/2014

                                   By:  /s/ Trishawn P. Kipp
                                         -----------------------------
                                   Name:  Trishawn P. Kipp
                                   Title: Trustee of The Jon P. and Trishawn P.
                                   Kipp Children's Trust uad 5/31/2014





</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Tracy Daw, Russell Nickel and Laurie Anderson or any of them
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

  (1) execute for and on behalf of the undersigned, in the undersigned's
      capacity as an officer and/or director of Funko, Inc. (the "Company"),
      Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
      Exchange Act of 1934 and the rules thereunder;

  (2) do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Form 3, 4,
      or 5, complete and execute any amendment or amendments thereto, and timely
      file such form with the SEC and any stock exchange or similar authority;
      and

  (3) take any other action of any type whatsoever in connection with the
      foregoing which, in the opinion of such attorney-in-fact, may be of
      benefit to, in the best interest of, or legally required by, the
      undersigned, it being understood that the documents executed by such
      attorney-in-fact on behalf of the undersigned pursuant to this Power of
      Attorney shall be in such form and shall contain such terms and conditions
      as such attorney-in-fact may approve in such attorney-in-fact's
      discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 1st day of November, 2017.

                               /s/ Trishawn P. Kipp
                               ----------------------------
                               Trishawn P. Kipp



</PRE>
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</TEXT>
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</SEC-DOCUMENT>
