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	800	$17.98	Acquired	4409138	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	4200	$18.00	Acquired	4413338	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	317	$18.06	Acquired	4413655	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	158	$18.10	Acquired	4413813	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	18	$18.19	Acquired	4413831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	1300	$18.25	Acquired	4415131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.27	Acquired	4415331	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.29	Acquired	4415431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.30	Acquired	4415631	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.31	Acquired	4416031	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.33	Acquired	4416431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.34	Acquired	4416831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.35	Acquired	4417231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	500	$18.36	Acquired	4417731	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	400	$18.38	Acquired	4418131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.39	Acquired	4418231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.40	Acquired	4418431	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.41	Acquired	4418631	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.43	Acquired	4418931	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	100	$18.44	Acquired	4419031	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.45	Acquired	4419231	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.46	Acquired	4419531	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.47	Acquired	4419831	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.48	Acquired	4420131	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	2153	$18.49	Acquired	4422284	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	7154	$18.50	Acquired	4429438	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	200	$18.51	Acquired	4429638	Indirect
2008-03-13	Class A Common Stock ("Common Stock")	P	300	$18.53	Acquired	4429938	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.