GAIA, INC — Director's Dealing 2006

May 1, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIAM INC (GAIA)
CIK: 0001089872
Period of Report: 2005-11-22

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
2005-11-22	Class A Common Stock ("Common Stock")	S	250000	$13.65	Disposed	3138519	Indirect
2006-04-28	Common Stock	P	200000	$14.00	Acquired	3338519	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. 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.

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 3,326,814 shares of
Common Stock held by the investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own 3,338,519
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.