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. 190 N. CANON DRIVE, FLOOR 4 (Street) BEVERLY HILLS CA 90210 (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 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/19/2020
	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
Common Stock, par value $0.001 per share	06/19/2020		M		5,952,381	A	$0.21	7,329,618	D
Common Stock, par value $0.001 per share	06/19/2020		S(1)		448,029	D	$2.94	6,881,589	D
Common Stock, par value $0.001 per share	06/19/2020		M		166,667	A	$1.1	7,048,256	D
Common Stock, par value $0.001 per share	06/19/2020		S(2)		12,545	D	$2.94	7,035,711	D
Common Stock, par value $0.001 per share	06/23/2020		C		5,952,381	A	$0.21	12,988,092	D
Common Stock, par value $0.001 per share								990,728	I	See Note(3)
Common Stock, par value $0.001 per share								1,234	I	See Note(4)

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
Warrant to Purchase Common Stock	$0.21	06/19/2020		M			5,952,381	03/13/2020	03/13/2025	Common Stock	5,952,381	$0	0	D
Warrant to Purchase Common Stock	$1.1	06/19/2020		M			166,667(5)	11/03/2015	11/03/2020	Common Stock	166,667	$0	0	D
Senior Secured Convertible Note	$0.21	06/23/2020		C			1,250,000	(6)	(7)	Common Stock	5,952,381(8)	$0	0	D

Explanation of Responses:

1. On June 19, 2020, the Reporting Person exercised a warrant to purchase 5,952,381 shares of common stock, par value $0.001 per share (the "Common Stock") of Genius Brands International, Inc. (the "Issuer") for $0.21 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 448,029 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 5,504,352 shares.

2. On June 19, 2020, the Reporting Person exercised a warrant to purchase 166,667 shares of Common Stock of the Issuer for $1.10 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12,545 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 154,122 shares.

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

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

5. Represents post-reverse stock split share amounts.

6. The Senior Secured Convertible Note was convertible, at the option of the Reporting Person, into shares of Common Stock at any time and from time to time.

7. Unless earlier converted or redeemed, the Senior Secured Convertible Note was set to mature on September 30, 2021.

8. Upon receipt of approval of the stockholders of the Issuer, the conversion price of the Senior Secured Convertible Note was reduced to $0.21. Accordingly, the Reporting Person received 5,952,381 shares of Common Stock upon conversion of the Senior Secured Convertible Note.

	/s/ Andy Heyward	06/25/2020
	** 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.