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GAIA, INC Director's Dealing 2019

May 14, 2019

33870_dirs_2019-05-14_640cbaf7-a9e8-4d88-b432-cb6f5f2baf62.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIA, INC (GAIA)
CIK: 0001089872
Period of Report: 2018-12-04

Reporting Person: Mubadala Investment Co PJSC (Former 10% holder)
Reporting Person: MDC Capital (Cayman) Ltd (Former 10% holder)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-12-04 Class A Common Stock P 15250 $12.74 Acquired 1266461 Indirect
2019-05-01 Class A Common Stock J 1266461 $10.58 Disposed 0 Indirect

Footnotes

F1: The Reporting Person inadvertently failed to report the acquisition of these shares at the time of acquisition.

F2: 1,266,461 shares were held of record by MDC Capital (Cayman) Limited ("MDC Capital (Cayman)"), as trustee for Fifty First Investment Company LLC. MDC Capital (Cayman) is a direct wholly owned subsidiary of MDC Capital LLC. MDC Capital LLC, MDC Capital (Cayman) and Fifty First Investment Company LLC are controlled subsidiaries of Mubadala Development Company PJSC. Mubadala Development Company PJSC is wholly owned by Mubadala Investment Company PJSC.

F3: On May 1, 2019, in connection with fund reorganization activities, the shares previously beneficially owned by the Reporting Persons were contributed to MIC Capital Partners (Public) Parallel Cayman, LP ("MIC Capital") in a non-cash transaction at a value of $10.58 per share (the "Contribution"). Following the Contribution, the Reporting Persons no longer had beneficial ownership of any shares of the Issuer, but may be considered to have pecuniary interest (without control) in certain shares held by MIC Capital (which such number of shares would be less than 10% of the outstanding class of shares).