Annual Statement of Changes in Beneficial Ownership (5)
March 04 2019 - 10:40AM
Edgar (US Regulatory)
FORM 5
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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).
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Form 3 Holdings Reported
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X
]
Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0362
Estimated average burden
hours per response...
1.0
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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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1. Name and Address of Reporting Person
*
Sutherland Paul Howard
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2. Issuer Name
and
Ticker or Trading Symbol
GAIA, INC [GAIA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
833 WEST SOUTH BOULDER ROAD
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3. Statement for Issuer's Fiscal Year Ended
(MM/DD/YYYY)
12/31/2018
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(Street)
LOUISVILLE, CO 80027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Amount
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(A) or (D)
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Price
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GAIA Class A Common Stock
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33840
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D
(1)
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GAIA Class A Common Stock
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4000
(2)
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I
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Held by 401(k) plan for the benefit of Mr. Sutherland
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GAIA Class A Common Stock
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21042
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I
(3)
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By Trust
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Director Stock Option (right to buy)
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$14.95
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5/3/2018
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A4
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7257
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(4)
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5/3/2028
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Class A Common Stock
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7257
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$0.00
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7257
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D
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Explanation of Responses:
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(1)
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The reporting person jointly owns 150 shares with his son and 175 shares with his daughter of Gaia, Inc. Class A Common Stock reported herein.
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(2)
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As a result of changes in his role at FIMgroup in November 2018, the reporting person is no longer reporting 5,900 shares directly beneficially held by FIMgroup.
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(3)
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Revocable trust for which the reporting person serves as the trustee and the beneficiaries of which include members of the reporting person's immediate family.
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(4)
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Stock option provides for vesting and exercisability of 20% per year on the date of the annual shareholder meeting starting.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sutherland Paul Howard
833 WEST SOUTH BOULDER ROAD
LOUISVILLE, CO 80027
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X
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Signatures
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Paul Tarell Attorney-In-Fact for Paul H. Sutherland
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3/4/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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