Sec Form 4 Filing - Colquhoun James @ GAIA, INC - 2022-04-28

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 Colquhoun James 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) (Last) (First) (Middle) 833 W SOUTH BOULDER ROAD, BLDG G 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2022 (Street) LOUISVILLE, CO80027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 04/28/2022 M 3,575 A 875,294( 2 ) D

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 Restricted Stock Units ( 3 ) 04/28/2022 M 3,575 ( 4 ) ( 4 ) Class A Common Stock 3,575 $ 0 0 D Restricted Stock Unit ( 3 ) 04/28/2022 A 8,488 ( 5 ) ( 5 ) Class A Common Stock 8,488 $ 0 8,488 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Colquhoun James 833 W SOUTH BOULDER ROAD, BLDG G LOUISVILLE, CO80027 X Signatures /S/ Paul Tarell Attorney-In-Fact for James Colquhoun 05/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units were converted into common stock on a one-for-one basis ( 2 )Includes 3,575 shares owned directly by Mr. Colquhoun, 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 )Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 4 )The RSUs vest on the date of the Annual Shareholder Meeting in April 2022, subject to continued services as a Director. Vested Class A Common Stock will be delivered to the reporting person within sixty days following the date on which the RSUs vest. ( 5 )The RSUs vest on the date of the Annual Shareholder Meeting in April 2023, subject to continued services as a Director. Vested Class A Common Stock will be delivered to the reporting person within sixty days following the date on which the RSUs vest.

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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