Sec Form 4 Filing - Morgan Jeanene Grace @ Genius Brands International, Inc. - 2013-05-15

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Morgan Jeanene Grace 2. Issuer Name and Ticker or Trading Symbol Genius Brands International, Inc. [ GNUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GENIUS BRANDS INTERNATIONAL, INC., 3111 CAMINO DEL RIO NORTH, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2013 (Street) SAN DIEGO, CA92108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 0.2 05/15/2013 A 750,000 05/15/2013 05/15/2018 Common Stock 750,000 ( 1 ) 1,650,000 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morgan Jeanene Grace C/O GENIUS BRANDS INTERNATIONAL, INC. 3111 CAMINO DEL RIO NORTH, SUITE 400 SAN DIEGO, CA92108 Chief Financial Officer Signatures /s/ Jeanene Morgan 06/21/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Issued directly from the Issuer pursuant to the Issuer's Stock Option Plan on May 15, 2013. ( 2 )Represents, in addition to those options that are the subject of this report: (i) 50,000 options exercisable as of 12/31/2009 and expiring on 12/31/2014, at an exercise price of $0.55, (ii) 450,000 options at an exercise price of $0.336, granted on 12/31/2010, with 150,000 of such options vesting on the grant date and 100,000 of such shares vesting upon each of the first three anniversaries of the grant date,(iii) 100,000 options exercisable on 12/31/2011 and expiring on 12/31/2016 at an exercise price of $0.22, (iv) 200,000 options vesting on 12/31/2014 and expiring on 5/2/2017, at an exercise price of 0.44, and (v) 100,000 options vesting on 12/31/2012 and expiring on 12/31/2017, at an exercise price of $0.20.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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