SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Colquhoun James

(Last)

(First)

(Middle)

833 W SOUTH BOULDER ROAD, BLDG G

(Street)

LOUISVILLE

80027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
GAIA, INC [ GAIA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/18/2020		C		206,542	A	⁽¹⁾	871,719⁽²⁾	I	By Colquhoun ten Bosch Family Trust
Class A Common Stock	06/18/2020		C		40,728	A	⁽³⁾	871,719⁽²⁾	I	By Food Matters Holdings Unit Trust
Class A Common Stock	06/18/2020		J⁽⁴⁾		139,617	A	⁽⁴⁾	871,719⁽²⁾	I	By Colquhoun ten Bosch Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Secured Promissory Note	$7.16	06/18/2020		C			208,589⁽⁵⁾	⁽⁶⁾	01/02/2021	Class A Common Stock	208,589⁽⁵⁾	$1,450,000⁽⁷⁾	0	I	By Colquhoun ten Bosch Family Trust
Convertible Secured Promissory Note	$7.51	06/18/2020		C			41,145⁽⁵⁾	⁽⁶⁾	01/02/2021	Class A Common Stock	41,145⁽⁵⁾	$300,000⁽⁷⁾	0	I	By Food Matters Holdings Unit Trust

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 30 days after notice to issuer.

7. Represents principal value of the note.

Remarks:

	Paul Tarell Attorney in Fact for James Colquhoun	06/18/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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