Andy Heyward - Dec 7, 2023 Form 4 Insider Report for Kartoon Studios, Inc. (TOON)

Role: CEO and Chairman, Director
Signature: /s/ Andy Heyward
Stock symbol: TOON
Transactions as of: Dec 7, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/13/2023, 09:55 PM
Previous 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		+93.8K	+6.11%		1.63M	Dec 7, 2023	Direct	F1, F2
holding	TOON	Common Stock, par value $0.001 per share						99.1K	Dec 7, 2023	See Footnote	F2, F3
holding	TOON	Common Stock, par value $0.001 per share						124	Dec 7, 2023	See Footnote	F2, F4

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	-93.8K	-7.14%	$0.00	1.22M	Dec 7, 2023	Common Stock, par value $0.001 per share	93.8K		Direct	F1, F2, F5, F6

* 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 TOON common stock.
F2	On February 6, 2023, the issuer effected a 10-for-1 reverse stock split of the issued and outstanding shares of its common stock (the "2023 Reverse Stock Split"). Upon effectiveness of the 2023 Reverse Stock Split, every 10 shares of voting common stock was automatically converted into 1 share of common stock.
F3	The Reporting Person indirectly owns 99,073 shares of common stock over which the Reporting Person holds voting and dispositive power.
F4	The Reporting Person indirectly owns 124 shares of common stock held by Heyward Living Trust.
F5	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.
F6	The restricted stock units, which vested on December 7, 2023, were previously reported as covering 937,500 shares, but were adjusted to 93,750 shares to reflect the 2023 Reverse Stock Split.