Statement of Changes in Beneficial Ownership (4)

Date : 05/14/2019 @ 7:25PM
Source : Edgar (US Regulatory)
Stock : Gaia, Inc. (GAIA)
Quote : 7.01  -0.19 (-2.64%) @ 11:01PM

Statement of Changes in Beneficial Ownership (4)

FORM 4
[ X ] 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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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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
                      

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/YYYY)

12/4/2018
(Street)

ABU DHABI, C0 UAE
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/4/2018     P    15250   (1) A $12.74   1266461   I   See footnote   (2)
Class A Common Stock   5/1/2019     J (3)    1266461   (2) D $10.58   (3) 0   (3) I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

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).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mubadala Investment Co PJSC
P. O. BOX 45005
ABU DHABI, C0 UAE



Former 10% holder
MDC Capital (Cayman) Ltd
INTERTRUST CORP. SERVICES (CAYMAN) LTD
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN,, E9 KY1-9005



Former 10% holder

Signatures
/s/ Christopher Fazekas 5/14/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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