SEC FORM 3

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^*

KLEIN MICHAEL G

(Last)

(First)

(Middle)

8383 WILSHIRE BLVD., SUITE 412

(Street)

BEVERLY HILLS

90211

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/07/2019

3. Issuer Name and Ticker or Trading Symbol
Genius Brands International, Inc. [ GNUS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
Common Stock, par value $0.001 per share	55,000	I	See Note⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Secured Convertible Note	08/20/2018	⁽²⁾⁽³⁾	Common Stock, par value $0.001 per share	40,000⁽⁴⁾	$2.5	I	See Note⁽¹⁾
Common Stock Purchase Warrant	02/20/2018	02/20/2023	Common Stock, par value $0.001 per share	40,000	$3	I	See Note⁽¹⁾
Common Stock Purchase Warrant	08/15/2019	08/15/2024	Common Stock, par value $0.001 per share	40,000	$2.55	I	See Note⁽¹⁾

Explanation of Responses:

1. Represents securities held of record by the Michael G. Klein Living Trust dated 3/25/2002.

2. The Secured Convertible Notes became convertible into common stock on the original date of issuance and are convertible into common stock at the option of the holder at any time and from time to time until August 20, 2019, subject to earlier repayment, redemption or conversion in accordance with their terms.

3. The Secured Convertible Notes Mature on August 20, 2019, subject to earlier repayment, redemption or conversion in accordance with their terms.

4. Consists of an aggregate principal amount of $100,000 of Secured Convertible Notes, which are initially convertible into 40,000 shares of common stock.

	/s/ Michael Klein	03/18/2019
	** 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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