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
2008-03-13	Class A Common Stock ("Common Stock")	P	1100	$18.54	Acquired	4429038	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1773	$18.56	Acquired	4430811	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	527	$18.57	Acquired	4431338	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	42	$18.87	Acquired	4431380	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.88	Acquired	4431680	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	102	$18.89	Acquired	4431782	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.90	Acquired	4431882	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.91	Acquired	4431982	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.92	Acquired	4432382	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	500	$18.97	Acquired	4432882	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$19.02	Acquired	4433082	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.03	Acquired	4433182	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1300	$19.07	Acquired	4434482	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	77	$19.08	Acquired	4434559	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.10	Acquired	4434659	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.11	Acquired	4434759	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$19.12	Acquired	4435159	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$19.13	Acquired	4435359	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1479	$19.14	Acquired	4436838	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$19.15	Acquired	4437238	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	4100	$19.20	Acquired	4441338	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: Due to the correction in Column 4 of part one of this Form 4 amendment, the number of shares of Common Stock listed in Column
5 as beneficially owned after each transaction is being corrected. 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.