GAIA, INC — Director's Dealing 2016

Jun 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIAM, INC (GAIA)
CIK: 0001089872
Period of Report: 2016-06-16

Reporting Person: POWERS LYNN (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-16	Class A Common Stock	M	40000	$5.30	Acquired	264000	Direct
2016-06-16	Class A Common Stock	S	40000	$7.5973	Disposed	224000	Direct
2016-06-17	Class A Common Stock	M	69200	$5.30	Acquired	293200	Direct
2016-06-17	Class A Common Stock	S	69200	$7.6053	Disposed	224000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-06-16	Employee Stock Option (right to buy)	$5.30	M	40000	Disposed	2016-06-30	Class A Common Stock (40000)	Direct
2016-06-17	Employee Stock Option (right to buy)	$5.30	M	69200	Disposed	2016-06-30	Class A Common Stock (69200)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.59 to $7.63, inclusive. The reporting person undertakes to provide Gaiam, Inc., any security holder of Gaiam, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnote (1) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.59 to $7.62, inclusive. The reporting person undertakes to provide Gaiam, Inc., any security holder of Gaiam, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnote (2) to this Form 4.

F3: The option is fully vested. The option was originally granted November 20, 2003, and provided for vesting of 2% per month for 50 months commencing on October 1, 2004. The option would have expired on June 30, 2016 and as a result, would not have been eligible for tender under the company's tender offer that is anticipated to close on July 1, 2016.