Kartoon Studios, Inc. — Director's Dealing 2020

Jun 26, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Genius Brands International, Inc. (GNUS)
CIK: 0001355848
Period of Report: 2020-06-19

Reporting Person: Heyward Andy (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-19	Common Stock, par value $0.001 per share	M	5952381	$.21	Acquired	7329618	Direct
2020-06-19	Common Stock, par value $0.001 per share	S	448029	$2.94	Disposed	6881589	Direct
2020-06-19	Common Stock, par value $0.001 per share	M	166667	$1.1	Acquired	7048256	Direct
2020-06-19	Common Stock, par value $0.001 per share	S	12545	$2.94	Disposed	7035711	Direct
2020-06-23	Common Stock, par value $0.001 per share	C	5952381	$.21	Acquired	12988092	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-19	Warrant to Purchase Common Stock	$.21	M	5952381	Disposed	2025-03-13	Common Stock (5952381)	Direct
2020-06-19	Warrant to Purchase Common Stock	$1.1	M	166667	Disposed	2020-11-03	Common Stock (166667)	Direct
2020-06-23	Senior Secured Convertible Note	$.21	C	1250000	Disposed		Common Stock (5952381)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.001 per share	990728	Indirect
Common Stock, par value $0.001 per share	1234	Indirect

Footnotes

F1: 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.

F2: 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.

F3: The Reporting Person indirectly owns 990,728 shares of common stock over which the Reporting Person holds voting and dispositive power.

F4: The Reporting Person indirectly owns 1,234 shares of common stock held by Heyward Living Trust.

F5: Represents post-reverse stock split share amounts.

F6: 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.

F7: Unless earlier converted or redeemed, the Senior Secured Convertible Note was set to mature on September 30, 2021.

F8: 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.