GAIA, INC — Director's Dealing 2005

Jul 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIAM INC (GAIA)
CIK: 0001089872
Period of Report: 2005-06-30

Reporting Person: Prentice Capital Management, LP (10% Owner)
Reporting Person: Zimmerman Michael (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-30	Class A Common Stock ("Common Stock")	X	1821317	$6.63	Acquired	3388519	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-30	Put Option (obligation to buy)	$6.63	X	1	Disposed	2005-07-01	Common Stock (1821317)	Indirect

Footnotes

F1: Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds
(including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP and Prentice Capital Offshore, Ltd.) and manages
investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the
Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of
all investment activities of the Investment Manager, including, without limitation, for all investment decisions with
respect to the assets of such investment funds and managed accounts.

F2: The Investment Manager does not directly own any shares of Common Stock. Mr. Zimmerman personally owns 8,705 shares of
Common Stock. The Investment Manager may be deemed to beneficially own 3,376,814 shares of Common Stock held by the
investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own 3,388,519 shares of Common Stock
held personally, by the The Michael & Holly Zimmerman Family Foundation Inc. and by the investment funds and managed
accounts. Each of the Reporting Persons disclaims any beneficial ownership of the shares of Common Stock included in this
report to the extent such beneficial ownership exceeds such Reporting Person's pecuniary interest.

F3: The investment funds and managed accounts for which the Investment Manager serves as investment manager entered into an
amended and restated stock purchase agreement with Gaiam, Inc. (the "Company") as of June 16, 2005 (the "Purchase
Agreement"), pursuant to which the Company agreed to issue and sell to the investment funds and managed accounts up to an
aggregate of 2,821,317 shares of Common Stock; provided, however, that the Company had the option, at any time prior to 9:00
a.m. New York City time on July 1, 2005, to elect to reduce the aggregate number of shares of Common Stock to be sold to the
investment funds and managed accounts to 1,000,000 shares of Common Stock. The Company informed the Reporting Persons on
June 30, 2005, that it will not elect to reduce the aggregate number of shares of Common Stock to be sold to the investment
funds and managed accounts.

F4: Because the Company has informed the Reporting Persons that it will not reduce the aggregate number of shares of Common Stock
to be sold to the investment funds and managed accounts, the Put Option may be deemed to be exercised pursuant to an exempt
closing of the derivative security under Section 16b.