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, 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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(Print or Type Responses)

1. Name and Address of Reporting Person * BALABAN LARRY   2. Issuer Name and Ticker or Trading Symbol Genius Brands International, Inc. [GNUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Creative Officer (Last) (First) (Middle) 5820 OBERLIN DR. SUITE 203 3. Date of Earliest Transaction (Month/Day/Year) 12/31/2011 (Street) SAN DIEGO, CA 92121 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 Common Stock 05/02/2012   A   5,017,999 (1) A (2) 6,017,999 D   Common Stock 05/16/2012   J(4)   76,000 A $ 0.25 5,941,999 D

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

Options

$ 0.22

12/31/2011

A

100,000

12/31/2011

12/31/2016

Common Stock

100,000

(3)

2,600,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BALABAN LARRY 5820 OBERLIN DR. SUITE 203 SAN DIEGO, CA 92121	X	X	Chief Creative Officer

Signatures

/s/ Larry Balaban		05/16/2012
**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)	Represents 3,938,567 shares acquired through the redistribution of the shares formerly owned by the Balaban Family Trust dated December 31, 2005 with Ms. Sara Balaban and 1,079,432 acquired pursuant to a conversion of a then outstanding note balance of $431,772.73 into 2,158,864 shares of the Company's common stock (half of which was then transferred to Sara Balaban) and 1,000,000 shares of common stock held in the Balaban Children's Trust dated October 15, 2006 (the "Children's Trust"), over which Mr. Balaban is a co-trustee with Sara Balaban. Mr. Balaban disclaims ownership of shares held by the Children's Trust.
(2)	Issued to Reporting Person after the redistribution of the shares formerly owned by the Balaban Family Trust dated December 31, 2005 and through a note conversion agreement with the Company.
(3)	Issued directly from the Issuer pursuant to the Issuer's Stock Option Plan on December 31, 2011.
(4)	Shares transferred to a third party for services provided on May 16, 2012.

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