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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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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) |
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) |
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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 | $ 1.10 | 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 |
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 | Chief Executive Officer |
/s/ Andy Heyward | 06/25/2020 | |
**Signature of Reporting Person | Date |
* | 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) | 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. |