Statement of Changes in Beneficial Ownership (4)
15 May 2019 - 4:25AM
Edgar (US Regulatory)
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Mubadala Investment Co PJSC
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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)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10% holder
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(Last)
(First)
(Middle)
P. O. BOX 45005,
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/4/2018
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(Street)
ABU DHABI, C0 UAE
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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12/4/2018
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P
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15250
(1)
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A
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$12.74
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1266461
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I
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See footnote
(2)
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Class A Common Stock
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5/1/2019
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J
(3)
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1266461
(2)
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D
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$10.58
(3)
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0
(3)
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I
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See footnote
(2)
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Table II - Derivative Securities 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
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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 Following Reported Transaction(s) (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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Code
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V
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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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Explanation of Responses:
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(1)
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The Reporting Person inadvertently failed to report the acquisition of these shares at the time of acquisition.
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(2)
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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.
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(3)
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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).
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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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Mubadala Investment Co PJSC
P. O. BOX 45005
ABU DHABI, C0 UAE
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Former 10% holder
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MDC Capital (Cayman) Ltd
INTERTRUST CORP. SERVICES (CAYMAN) LTD
190 ELGIN AVENUE
GEORGE TOWN, GRAND CAYMAN,, E9 KY1-9005
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Former 10% holder
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Signatures
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/s/ Christopher Fazekas
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5/14/2019
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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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