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MDC Capital

Filed: 14 May 19, 2:24pm
SEC Form 4
FORM 4UNITED 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
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Mubadala Investment Co PJSC

(Last)(First)(Middle)
P. O. BOX 45005

(Street)
ABU DHABIC0UAE

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
GAIA, INC [ GAIA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
Former 10% holder
3. Date of Earliest Transaction (Month/Day/Year)
12/04/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)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)
CodeVAmount(A) or (D)Price
Class A Common Stock12/04/2018P15,250(1)A$12.741,266,461ISee footnote(2)
Class A Common Stock05/01/2019J(3)1,266,461(2)D$10.58(3)0(3)ISee 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 Security3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Mubadala Investment Co PJSC

(Last)(First)(Middle)
P. O. BOX 45005

(Street)
ABU DHABIC0UAE

(City)(State)(Zip)
1. Name and Address of Reporting Person*
MDC Capital (Cayman) Ltd

(Last)(First)(Middle)
INTERTRUST CORP. SERVICES (CAYMAN) LTD
190 ELGIN AVENUE

(Street)
GEORGE TOWN, GRAND CAYMAN,E9KY1-9005

(City)(State)(Zip)
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).
/s/ Christopher Fazekas05/14/2019
** Signature of Reporting PersonDate
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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