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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 | ||||||||
Employee Stock Option Grant (Right to Buy) | $ 1.39 | 12/07/2020 | A | 5,000,000 | (3) | 12/06/2030 | Common Stock, par value $0.001 per share | 5,000,000 | $ 0 | 5,000,000 | D | ||||
Restricted Stock Units | (4) | 12/07/2020 | A | 7,500,000 | (5) | (5) | Common Stock, par value $0.001 per share | 7,500,000 | $ 0 | 7,500,000 | D | ||||
Performance Shares | (6) | 12/07/2020 | A | 7,500,000 | (6) | (6) | Common Stock, par value $0.001 per share | 7,500,000 | $ 0 | 7,500,000 | 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 | 12/09/2020 | |
**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) | The Reporting Person indirectly owns 990,728 shares of common stock over which the Reporting Person holds voting and dispositive power. |
(2) | The Reporting Person indirectly owns 1,234 shares of common stock held by Heyward Living Trust. |
(3) | The option was fully vested on the date of grant. |
(4) | Each restricted stock unit represents a contingent right to receive one share of GNUS common stock. |
(5) | The restricted stock units vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, subject to the Reporting Person's continued employment. Vested shares will be delivered to the Reporting Person in equal installments in each calendar quarter following the vesting date. |
(6) | Each performance share represents a contingent right to receive one share of GNUS common stock. The performance shares vest in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based on achievement of certain performance goals and subject to the Reporting Person's continued employment. |