GAIA, INC — Director's Dealing 2006

May 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIAM INC (GAIA)
CIK: 0001089872
Period of Report: 2006-05-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-19	Common A Common Stock ("Common Stock")	P	200000	$17.50	Acquired	3538519	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, Prentice Capital Offshore, Ltd., Prentice
Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P.)
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. After the sale reported hereby, the Investment Manager may be deemed to beneficially own 3,526,814 shares of
Common Stock held by the investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own 3,538,519
shares of Common Stock held personally, by 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. The
amount of securities beneficially owned following the reported transactions includes 3,000 shares of Common Stock held by
The Michael & Holly Zimmerman Family Foundation Inc. and 8,705 shares of Common Stock personally owned by Mr. Zimmerman.