FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Heyward Andy
   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
(Last)
(First)
(Middle)
C/O GENIUS BRANDS INTERNATIONAL, INC., 190 N. CANON DRIVE, FLOOR 4		 3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020
(Street)

BEVERLY HILLS, CA 90210		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: 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
Senior Secured Convertible Note (1) $ 1.375 (2) 03/13/2020   P   $ 1,250,000     (3)   (4) Common Stock 909,090 $ 1,250,000 1,250,000 D  
Warrant to Purchase Common Stock $ 0.26 (5) 03/13/2020   P   5,952,381   03/13/2020 03/13/2025 Common Stock 5,952,381 (6) 5,952,381 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Heyward Andy
C/O GENIUS BRANDS INTERNATIONAL, INC.
190 N. CANON DRIVE, FLOOR 4
BEVERLY HILLS, CA 90210		   X   X   Chief Executive Officer  

Signatures

 /s/ Andy Heyward   03/17/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Pursuant to a securities purchase agreement, dated March 11, 2020 (the "Securities Purchase Agreement"), the Reporting Person purchased $1,250,000 aggregate principal amount of Senior Secured Convertible Note (the "Note") from Genius Brands International, Inc. (the "Issuer") in an exempt transaction at a 20% original issue discount. The Note will be initially convertible into shares of common stock, par value $0.001 per share ("Common Stock"), of the Issuer at a conversion price of $1.375 per share.
(2) Subject to receipt of approval of the stockholders of the Issuer, the conversion price of the Note will be reduced to $0.21.
(3) The Senior Secured Convertible Note is convertible, at the option of the Reporting Person, into shares of Common Stock at any time and from time to time.
(4) Unless earlier converted or redeemed, the Senior Secured Convertible Note matures on September 30, 2021.
(5) Subject to receipt of approval of the stockholders of the Issuer, the exercise price of the warrant will be reduced to $0.21.
(6) The warrant was issued as partial consideration (along with the Note) for the Reporting Person's investment in the Issuer.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.