Sec Form 4 Filing - Mubadala Investment Co PJSC @ GAIA, INC - 2018-12-04

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Mubadala Investment Co PJSC 2. Issuer Name and Ticker or Trading Symbol GAIA, INC [ GAIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% holder (Last) (First) (Middle) P. O. BOX 45005, 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2018 (Street) ABU DHABI, C0UAE 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 12/04/2018 P 15,250 ( 1 ) A $ 12.74 1,266,461 I See footnote ( 2 ) Class A Common Stock 05/01/2019 J( 3 ) 1,266,461 ( 2 ) D $ 10.58 ( 3 ) 0 ( 3 ) I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mubadala Investment Co PJSC P. O. BOX 45005 ABU DHABI, C0UAE Former 10% holder MDC Capital (Cayman) Ltd INTERTRUST CORP. SERVICES (CAYMAN) LTD 190 ELGIN AVENUE GEORGE TOWN, GRAND CAYMAN,, E9KY1-9005 Former 10% holder Signatures /s/ Christopher Fazekas 05/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person inadvertently failed to report the acquisition of these shares at the time of acquisition. ( 2 )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. ( 3 )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).

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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