GAIA, INC — Director's Dealing 2020

Jun 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GAIA, INC (GAIA)
CIK: 0001089872
Period of Report: 2020-06-18

Reporting Person: Colquhoun James (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-06-18	Class A Common Stock	C	206542	—	Acquired	871719	Indirect
2020-06-18	Class A Common Stock	C	40728	—	Acquired	871719	Indirect
2020-06-18	Class A Common Stock	J	139617	—	Acquired	871719	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-06-18	Convertible Secured Promissory Note	$7.16	C	208589	Disposed	2021-01-02	Class A Common Stock (208589)	Indirect
2020-06-18	Convertible Secured Promissory Note	$7.51	C	41145	Disposed	2021-01-02	Class A Common Stock (41145)	Indirect

Footnotes

F1: Issued for conversion of convertible secured promissory note with outstanding principal of $1,450,000 plus $28,841.10 of accrued but unpaid interest through the conversion date.

F2: Includes 751,050 shares owned by the Colquhoun ten Bosch Family Trust for which the reporting person is trustee and 120,669 shares owned by Food Matters Holdings Unit Trust for which the reporting person is trustee.

F3: Issued for conversion of convertible secured promissory note with outstanding principal of $300,000 plus $5,868.49 of accrued but unpaid interest through the conversion date.

F4: Issued as additional consideration for acquisition consummated in June 2019 as disclosed in the Form 10-Q filed with the SEC on August 6, 2019.

F5: Principal and accrued interest on the note are convertible into shares and interest accrues at the rate of 2%, compounded monthly. Number of shares listed is based on the outstanding principal and interest that would accrue if the note remains outstanding until its maturity on January 2, 2021.

F6: 30 days after notice to issuer.

F7: Represents principal value of the note.