SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Daw Tracy D (Last) (First) (Middle) C/O FUNKO, INC. 2802 WETMORE AVENUE (Street) EVERETT WA 98201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/02/2017	3. Issuer Name and Ticker or Trading Symbol Funko, Inc. [ FNKO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock(1)	43,436	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Units(2)	(2)(3)	(3)	Class A Common Stock	101,063(3)	(2)(3)	D

Explanation of Responses:

1. Acquired pursuant to a subscription agreement entered into with the Issuer in connection with the Issuer's initial public offering (the "IPO"). One share of the Issuer's Class B common stock, par value $0.0001 per share (the "Class B Common Stock"), was issued for each vested common unit in FAH, LLC (each a "Common Unit") 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.

2. The vested Common Units may be redeemed by the Reporting Person 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 "Class A Common Stock") or, at the election of the Issuer, cash equal to the volume-weighted average market price of such shares. Upon the Reporting Person's redemption of a Common Unit for Class A Common Stock, any corresponding share of Class B Common Stock will be cancelled.

3. 43,436 Common Units are vested and 57,627 Common Units will vest in three equal annual installments on the first three anniversaries of July 18, 2017, subject to the Reporting Person's continued employment with the Issuer. The Common Units have no expiration date.

Remarks:

Senior Vice President, General Counsel and Secretary Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Tracy D. Daw	11/02/2017
	** 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 5 (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).
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