Sec Form 4 Filing - DENTON ROBERT L. @ Genius Brands International, Inc. - 2020-12-07

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person DENTON ROBERT L. 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., 190 N. CANON DRIVE, FLOOR 4 3. Date of Earliest Transaction (MM/DD/YY) 12/07/2020 (Street) BEVERLY HILLS, CA90210 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 Employee Stock Option Grant (Right to Buy) $ 1.39 12/07/2020 A 950,000 ( 1 ) 12/06/2030 Common Stock, par value $0.001 per share 950,000 $ 0 950,000 D Restricted Stock Units ( 2 ) 12/07/2020 A 475,000 ( 3 ) ( 3 ) Common Stock, par value $0.001 per share 475,000 $ 0 475,000 D Employee Stock Option Grant (Right to Buy) $ 1.99 03/07/2019 A 15,000 ( 4 ) 03/06/2029 Common Stock, par value $0.001 per share 15,000 $ 0 15,000 D Employee Stock Option Grant (Right to Buy) $ 2.09 09/25/2018 A 85,088 ( 5 ) 09/25/2023 Common Stock, par value $0.001 per share 85,088 $ 0 85,088 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DENTON ROBERT L. C/O GENIUS BRANDS INTERNATIONAL, INC. 190 N. CANON DRIVE, FLOOR 4 BEVERLY HILLS, CA90210 Chief Financial Officer Signatures /s/ Robert L. Denton 12/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option was fully vested on the date of grant with respect to 380,000 shares, and 190,000 shares vest on each of the first, second and third anniversaries of December 7, 2020, subject to the Reporting Person's continued employmentof December 7, 2020, subject to the Reporting Person's continued employment. ( 2 )Each restricted stock unit represents a contingent right to receive one share of GNUS common stock. ( 3 )The restricted stock units vest as follows: 155,000 shares on December 7, 2021, 158,000 shares on December 7, 2022, and 162,000 shares on December 7, 2023, subject to the Reporting Person's continued employment. Vested shares will be delivered to the Reporting Person in equal installments in each calendar quarter following the vesting date. ( 4 )The option vested in full on December 31, 2019. ( 5 )The options shall vest over three years as follows: options to purchase 28,363 shares shall vest on April 18, 2019, 28,363 shares shall vest on April 18, 2020 and 28,362 shares shall vest on April 18, 2021.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.