SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Heyward Andy

(Last)

(First)

(Middle)

C/O GENIUS BRANDS INTERNATIONAL, INC.

131 S. RODEO DRIVE, SUITE 250

(Street)

BEVERLY HILLS

90212

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	12/31/2018		P⁽¹⁾		149,805⁽²⁾	A	$3.12	377,237⁽³⁾	D
Common Stock, par value $0.001 per share	12/31/2018		P⁽¹⁾		470,596⁽²⁾	A	$3.12	990,728⁽⁴⁾	I	See Note⁽⁵⁾
Common Stock, par value $0.001 per share								1,234	I	See Note⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
0% Series A Convertible Preferred Stock	$2.5	12/31/2018		P⁽¹⁾		50⁽²⁾		05/15/2014	⁽⁷⁾	Common Stock, par value $0.001 per share	20,000	$2.5	100⁽⁸⁾	D

Explanation of Responses:

1. The Reporting Person previously held shares jointly with this former spouse, Amy Moynihan Heyward. The Reporting Person acquired the sole ownership of the shares formerly jointly owned with his former spouse pursuant to a divorce settlement agreement. The divorce settlement agreement ascribed a purchase price of $2 million to a total of 620,401 shares of the Company's common stock and 50 shares of the Company's 0% Series A Convertible Preferred Stock formerly jointly owned by the Reporting Person and his former spouse. Pursuant to the divorce settlement agreement, the Reporting Person also obtained sole ownership of the other 50 percent of the shares formerly jointly owned.

2. Represents 50 percent of the shares the Reporting Person formerly jointly owned with his former spouse.

3. The Reporting Person previously held 149,805 shares jointly with his former spouse. The Reporting Person acquired the sole ownership of the shares formerly jointly owned pursuant to a divorce settlement agreement.

4. The Reporting Person previously held the shares jointly with his former spouse, Amy Moynihan Heyward. The Reporting Person acquired the sole ownership of the shares formerly jointly owned pursuant to a divorce settlement agreement.

5. The Reporting Person indirectly owns 990,728 shares of common stock over which the Reporting Person holds voting and dispositive power.

6. The Reporting Person indirectly owns 1,234 shares of common stock held by Heyward Living Trust.

7. The Preferred Stock does not contain an expiration date.

8. The Reporting Person previously held the shares jointly with his former spouse. The Reporting Person acquired the sole ownership of the shares formerly jointly pursuant to a divorce settlement agreement.

	/s/ Andy Heyward	01/03/2019
	** 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 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.