GAIA, INC — Director's Dealing 2008

Mar 19, 2008

SEC Form 4/A — Form 4/A

Issuer: GAIAM INC (GAIA)
CIK: 0001089872
Period of Report: 2008-03-12

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
2008-03-12	Class A Common Stock ("Common Stock")	P	46400	$18.53	Acquired	4397338	Indirect
2008-03-12	Class A Common Stock ("Common Stock")	P	9000	$18.70	Acquired	4406338	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	800	$17.98	Acquired	4407138	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	4200	$18.00	Acquired	4411338	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	317	$18.06	Acquired	4411655	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	158	$18.10	Acquired	4411813	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	18	$18.19	Acquired	4411831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1300	$18.25	Acquired	4413131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.27	Acquired	4413331	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.29	Acquired	4413431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.30	Acquired	4413631	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.31	Acquired	4414031	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.33	Acquired	4414431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.34	Acquired	4414831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.35	Acquired	4415231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	500	$18.36	Acquired	4415731	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.38	Acquired	4416131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.39	Acquired	4416231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.40	Acquired	4416431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.41	Acquired	4416631	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.43	Acquired	4416931	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.44	Acquired	4417031	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.45	Acquired	4417231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.46	Acquired	4417531	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.47	Acquired	4417831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.48	Acquired	4418131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	2153	$18.49	Acquired	4420284	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	7154	$18.50	Acquired	4427438	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.51	Acquired	4427638	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.53	Acquired	4427938	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 purchases reported hereby, the Investment Manager may be deemed to beneficially own 4,429,633
shares of Common Stock held by the investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own
4,441,338 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.

F3: This Form 4 amendment is being filed to correct the number of shares of Common Stock reported as being purchased on 3/12/08
at the price of $18.53 per share as 46,600 rather than the previously listed 48,000 shares. No other changes have been made
in Column 4.

F4: Due to the correction in Column 4, the number of shares of Common Stock listed in Column 5 as beneficially owned also is
being corrected with respect to the purchase on 3/12/08 at the price of $18.53 per share and for each transaction listed
thereafter in part one and part two of this Form 4 amendment. Footnote 2 also is being amended to reflect the correction in
the number of shares actually purchased on 3/12/08 at the price of $18.53 per share.