1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Wolverine Flagship Fund Trading Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Wolverine Asset Management, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Illinois
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IA
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Wolverine Holdings, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Illinois
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Wolverine Trading Partners, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Illinois
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO/HC
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Christopher L. Gust
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
US Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN/HC
|
|
|
|||
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Robert R. Bellick
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
US Citizen
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,183 shares of common stock
Series A Preferred Stock convertible into 750,000 shares of common stock*
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
9.99%* (see Item 4)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN/HC
|
|
|
|||
|
|
ITEM 1(a).
|
NAME OF ISSUER:
|
Genius Brands International, Inc.
|
|
ITEM 1(b).
|
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
|
9401 Wilshire Boulevard Suite 608
Beverly Hills, California 90212
|
|
ITEM 2(a).
|
NAME OF PERSON FILING:
|
Wolverine Flagship Fund Trading Limited
Wolverine Asset Management, LLC
Wolverine Holdings, L.P.
Wolverine Trading Partners, Inc.
Christopher L. Gust
Robert R. Bellick
|
|
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
|
c/o Wolverine Asset Management, LLC
175 West Jackson Blvd., Suite 340
Chicago, Illinois 60604
|
|
ITEM 2(c).
|
CITIZENSHIP:
|
Wolverine Flagship Fund Trading Limited – Cayman Islands
Wolverine Asset Management, LLC – Illinois
Wolverine Holdings, L.P. – Illinois
Wolverine Trading Partners, Inc. – Illinois
Christopher L. Gust – US Citizen
Robert R. Bellick – US Citizen
|
|
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Common stock, par value $0.001 per share
|
|
ITEM 2(e).
|
CUSIP NUMBER:
|
37229T103
|
ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
|
|
(a)
|
☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
☐ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
|
|
(g)
|
☐ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
|
|
(h)
|
☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
|
☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
|
☐ A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
|
|
(k)
|
☐ Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution:
|
ITEM 4.
|
OWNERSHIP:
|
|
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
||
(a)
|
Amount beneficially owned:
|
|
Wolverine Flagship Fund Trading Limited (the “Fund”) holds (i) 14,183 shares of common stock of the Issuer and (ii) Series A Convertible Preferred Stock convertible into 750,000 shares of the common stock of the Issuer.
The Series A Convertible Preferred Stock may not be converted to the extent that the holder or any of its affiliates would own more than 9.99% of the outstanding common stock of the Issuer after such conversion. To the extent that holders of the Series A Convertible Preferred Stock are entitled to vote on a matter with holders of shares of common stock, the Series A Convertible Preferred Stock may not be voted to the extent that the holder or any of its affiliates would control more than 9.99% of the voting power of the Issuer.
Wolverine Asset Management, LLC (“WAM”) is the investment manager of the Fund and has voting and dispositive power over the securities described above. The sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings.
|
||
(b)
|
Percent of class:
|
|
9.99% (as described in Item 4(a) above)
|
||
(c)
|
Number of shares as to which the person has:
|
|
(i) Sole power to vote or to direct the vote:
|
||
0
|
||
(ii) Shared power to vote or to direct the vote:
|
||
Each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust has shared power to vote or direct the vote of (i) 14,183 shares of common stock of the Issuer and (ii) to the extent that holders of the Series A Convertible Preferred Stock are entitled to vote on a matter with holders of shares of common stock, Series A Convertible Preferred Stock convertible into 750,000 shares of the common stock of the Issuer, subject to the limitations set forth in Item 4(a) above.
|
||
(iii) Sole power to dispose or to direct the disposition of:
|
||
0
|
||
(iv) Shared power to dispose or to direct the disposition of:
Each of WAM, Wolverine Holdings, WTP, Mr. Bellick, and Mr. Gust have shared power to dispose or to direct the disposition of (i) 14,183 shares of common stock of the Issuer and (ii) Series A Convertible Preferred Stock convertible into 750,000 shares of the common stock of the Issuer subject to the limitations set forth in Item 4(a) above.
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
|
Not applicable.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
|
Not applicable.
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
Not applicable.
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP:
|
Not applicable.
|
|
ITEM 10.
|
CERTIFICATION:
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
Wolverine Flagship Fund Trading Limited
|
|
/s/ Kenneth L. Nadel
|
|
Signature
|
|
Kenneth L. Nadel, Director
|
|
Name/Title
|
|
Wolverine Asset Management, LLC
|
|
/s/ Kenneth L. Nadel
|
|
Signature
|
|
Kenneth L. Nadel, Chief Operating Officer
|
|
Name/Title
|
|
Wolverine Holdings, L.P.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Managing Director
|
|
Name/Title
|
|
Wolverine Trading Partners, Inc.
|
|
/s/Christopher L. Gust
|
|
Signature
|
|
Christopher L. Gust, Authorized Signatory
|
|
Name/Title
|
|
/s/Christopher L. Gust
|
|
Christopher L. Gust
|
|
/s/ Robert R. Bellick
|
|
Robert R. Bellick
|