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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jaffa Michael
  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)
Corporate Secretary
(Last)
(First)
(Middle)
C/O GENIUS BRANDS INTERNATIONAL, INC., 190 N. CANON DRIVE, FLOOR 4
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2020
(Street)

BEVERLY HILLS, CA 90210
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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   1,000,000     (1) 12/06/2030 Common Stock, par value $0.001 per share 1,000,000 $ 0 1,000,000 D  
Restricted Stock Units (2) 12/07/2020   A   500,000     (3)   (3) Common Stock, par value $0.001 per share 500,000 $ 0 500,000 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
Jaffa Michael
C/O GENIUS BRANDS INTERNATIONAL, INC.
190 N. CANON DRIVE, FLOOR 4
BEVERLY HILLS, CA 90210
      Corporate Secretary  

Signatures

 /s/ Michael Jaffa   12/09/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The option was fully vested on the date of grant with respect to 400,000 shares, and 200,000 shares vest on each of the first, second and third anniversaries of 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: 166,666 shares on December 7, 2021, 166,666 shares on December 7, 2022, and 166,668 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.

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