GAIA, INC — Director's Dealing 2008

Mar 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

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	4431038	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1773	$18.56	Acquired	4432811	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	527	$18.57	Acquired	4433338	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	42	$18.87	Acquired	4433380	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.88	Acquired	4433680	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	102	$18.89	Acquired	4433782	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.90	Acquired	4433882	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.91	Acquired	4433982	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.92	Acquired	4434382	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	500	$18.97	Acquired	4434882	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$19.02	Acquired	4435082	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.03	Acquired	4435182	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1300	$19.07	Acquired	4436482	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	77	$19.08	Acquired	4436559	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.10	Acquired	4436659	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$19.11	Acquired	4436759	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$19.12	Acquired	4437159	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$19.13	Acquired	4437359	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1479	$19.14	Acquired	4438838	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$19.15	Acquired	4439238	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	4100	$19.20	Acquired	4443338	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 4,431,633
shares of Common Stock held by the investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own
4,443,338 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.