Andy Heyward - 07 Dec 2022 Form 4 Insider Report for Genius Brands International, Inc. (TOON)

Role: CEO and Chairman, Director
Signature: /s/ Andy Heyward
Issuer symbol: TOON
Transactions as of: 07 Dec 2022
Net transactions value: $0
Form type: 4
Filing time: 09 Dec 2022, 15:31:25 UTC
Previous filing: 21 Jan 2022
Next filing: 13 Dec 2023
SEC: View on sec.gov

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		+937,500	+6.5%		15,339,282	07 Dec 2022	Direct	F1
holding	TOON	Common Stock, par value $0.001 per share						990,728	07 Dec 2022	See Footnote	F2
holding	TOON	Common Stock, par value $0.001 per share						1,234	07 Dec 2022	See Footnote	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	-937,500	-6.7%	$0.000000	13,125,000	07 Dec 2022	Common Stock, par value $0.001 per share	937,500		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 1,234 shares of common stock held by Heyward Living Trust.
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.