GAIA, INC — Director's Dealing 2016

Aug 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIA, INC (GAIA)
CIK: 0001089872
Period of Report: 2016-07-01

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
2016-07-01	Class A Common Stock ("Common Stock")	D	2564273	$7.75	Disposed	0	Indirect

Footnotes

F1: Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to an investment fund (the "Investment Fund") with respect to which it has voting and dispositive authority over 2,552,568 of the shares of Common Stock disposed of as reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman" and together with the Investment Manager, the "Reporting Persons") is responsible for the supervision and conduct of all investment activities of the Investment Manager. The Michael & Holly Zimmerman Family Foundation Inc. owned 11,705 of the shares of Common Stock disposed of as reported in this Form 4. The shares of Common Stock disposed of as reported in this Form 4 were sold to the issuer in connection with its tender offer. Each Reporting Person disclaims 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.