Kartoon Studios, Inc. — Director's Dealing 2013

Nov 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genius Brands International, Inc. (GNUS)
CIK: 0001355848
Period of Report: 2013-11-15

Reporting Person: HEYWARD AMY MOYNIHAN (Director, President, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-15	Common Stock	J	297218237	—	Acquired	297218237	Indirect

Footnotes

F1: On 11/15/2013, Issuer entered into an Agreement and Plan of Reorganization with its wholly-owned subsidiary A2E Acquisition, LLC, a Delaware limited liability company ("A2E"), A Squared Holdings, LLC, a California limited liability company ("ASH"), and A Squared Entertainment, LLC, a Delaware limited liability company ("ASE"), and wholly-owned subsidiary of ASH, pursuant to which A2E merged (the "Merger") with and into ASE as the surviving entity and ASE became a wholly-owned subsidiary of Issuer. In the Merger, all issued and outstanding membership interests of ASE were cancelled and ASH received the shares (the "Shares") of Issuer's common stock reported herein. Reporting Person indirectly owns such Shares as a member and co-manager of ASH.

F2: The Shares are subject to a lock-up agreement pursuant to which the Shares may not be sold or transferred for a period of time beginning on the closing date of the Merger and ending 90 days after the effective date of Issuer's registration statement to be filed pursuant to the terms of a Financing Registration Rights Agreement (the "Agreement") entered into by and among Issuer and certain Investors (defined in the Agreement), in a related private placement transaction.

F3: Indirect ownership as a member, co-manager and controlling person of ASH, which holds 50% of the common stock of Issuer. As a co-managing member, Reporting Person has voting and dispositive power over all shares held by ASH, but otherwise disclaims beneficial ownership thereof except to the extent of her pecuniary interest therein.