Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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 _____ 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 (MM/DD/YYYY) 6/19/2020
(Street) BEVERLY HILLS, CA 90210 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	6/19/2020		M		5952381	A	$.21	7329618	D
Common Stock, par value $0.001 per share	6/19/2020		S⁽¹⁾		448029	D	$2.94	6881589	D
Common Stock, par value $0.001 per share	6/19/2020		M		166667	A	$1.1	7048256	D
Common Stock, par value $0.001 per share	6/19/2020		S⁽²⁾		12545	D	$2.94	7035711	D
Common Stock, par value $0.001 per share	6/23/2020		C		5952381	A	$.21	12988092	D
Common Stock, par value $0.001 per share								990728	I	See Note ⁽³⁾
Common Stock, par value $0.001 per share								1234	I	See Note ⁽⁴⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant to Purchase Common Stock	$.21	6/19/2020		M			5952381	3/13/2020	3/13/2025	Common Stock	5952381	$0	0	D
Warrant to Purchase Common Stock	$1.1	6/19/2020		M			166667 ⁽⁵⁾	11/3/2015	11/3/2020	Common Stock	166667	$0	0	D
Senior Secured Convertible Note	$.21	6/23/2020		C			1250000	⁽⁶⁾	⁽⁷⁾	Common Stock	5952381 ⁽⁸⁾	$0	0	D

Explanation of Responses:
(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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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