Andy Heyward - Dec 7, 2021 Form 4 Insider Report for Genius Brands International, Inc. (TOON)

Signature
/s/ Andy Heyward
Stock symbol
TOON
Transactions as of
Dec 7, 2021
Transactions value $
$0
Form type
4
Date filed
1/21/2022, 07:43 AM
Next filing
Dec 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOON Common Stock, par value $0.001 per share Options Exercise +938K +6.96% 14.4M Dec 7, 2021 Direct F1
holding TOON Common Stock, par value $0.001 per share 991K Dec 7, 2021 See Note F2
holding TOON Common Stock, par value $0.001 per share 1.23K Dec 7, 2021 See Note F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TOON Restricted Stock Units Options Exercise $0 -938K -6.25% $0.00 14.1M Dec 7, 2021 Common Stock, par value $0.001 per share 938K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit represents a contingent right to receive one share of GNUS common stock.
F2 The Reporting Person indirectly owns 990,728 shares of common stock over which the Reporting Person holds voting and dispositive power.
F3 The Reporting Person indirectly owns 990,728 shares of common stock over which the Reporting Person holds voting and dispositive power.
F4 On December 7, 2020, the Reporting Person was granted 15,000,000 restricted stock units pursuant to a restricted stock unit agreement, of which (i) 7,500,000 shares vested in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, and (ii) 7,500,000 shares (characterized as Performance Shares in previous Form 4) vested in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, based on the achievement of certain performance goals, each subject to the Reporting Person's continued employment. Such agreement was amended and restated in June 2021 to revise the vesting provisions so that (i) an aggregate of 3,750,000 shares vested in four equal installments on the first, second, third and fourth anniversaries of December 7, 2020, and (ii) an aggregate of 11,250,000 shares vested based on achievement of certain performance goals, each subject to the Reporting Person's continued employment.