X0202 4/A 2005-11-22 2006-05-01 0 0001089872 GAIAM INC GAIA 0001326150 Prentice Capital Management, LP 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 0001326156 Zimmerman Michael 623 FIFTH AVENUE, 32ND FLOOR NEW YORK NY 10022 0 0 1 0 Class A Common Stock ("Common Stock") 2005-11-22 4 S 0 250000 13.65 D 3138519 I See footnote Common Stock 2006-05-01 4 P 0 200000 14.00 A 3338519 I See footnote Prentice Capital Management, LP (the "Investment Manager") serves as investment manager to a number of investment funds (including Prentice Capital Partners, LP, Prentice Capital Partners QP, LP, Prentice Capital Offshore, Ltd., Prentice Special Opportunities, LP, Prentice Special Opportunities Offshore, Ltd. and Prentice Special Opportunities Master, L.P.) and manages investments for certain entities in managed accounts with respect to which it has voting and dispositive authority over the Common Stock reported in this Form 4. Michael Zimmerman ("Mr. Zimmerman") is responsible for the supervision and conduct of all investment activities of the Investment Manager, including, without limitation, for all investment decisions with respect to the assets of such investment funds and managed accounts. The Investment Manager does not directly own any shares of Common Stock. Mr. Zimmerman personally owns 8,705 shares of Common Stock. After the sale reported hereby, the Investment Manager may be deemed to beneficially own 3,326,814 shares of Common Stock held by the investment funds and managed accounts. Mr. Zimmerman may be deemed to beneficially own 3,338,519 shares of Common Stock held personally, by The Michael & Holly Zimmerman Family Foundation Inc. and by the investment funds and managed accounts. Each of the Reporting Persons disclaims any 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. The amount of securities beneficially owned following the reported transactions includes 3,000 shares of Common Stock held by The Michael & Holly Zimmerman Family Foundation Inc. and 8,705 shares of Common Stock personally owned by Mr. Zimmerman. This Form 4 is being amended to correctly list the names of the investment funds managed by the Investment Manager in the parenthetical in Note (1) above. Prentice Capital Management, LP, By: /s/ Michael Weiss as Chief Financial Officer 2006-05-03