0000947871-18-000949.txt : 20181207 0000947871-18-000949.hdr.sgml : 20181207 20181207152025 ACCESSION NUMBER: 0000947871-18-000949 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20181207 DATE AS OF CHANGE: 20181207 GROUP MEMBERS: MDC CAPITAL (CAYMAN) LIMITED, AS TRUSTEE FOR FIFTY FIRST INVESTMENT CO LLC GROUP MEMBERS: MDC CAPITAL LLC GROUP MEMBERS: MUBADALA INVESTMENT CO PJSC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAIA, INC CENTRAL INDEX KEY: 0001089872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 841113527 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-58429 FILM NUMBER: 181223311 BUSINESS ADDRESS: STREET 1: 833 WEST BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027-2452 BUSINESS PHONE: 3032223600 MAIL ADDRESS: STREET 1: 833 WEST BOULDER ROAD CITY: LOUISVILLE STATE: CO ZIP: 80027-2452 FORMER COMPANY: FORMER CONFORMED NAME: GAIAM, INC DATE OF NAME CHANGE: 20080519 FORMER COMPANY: FORMER CONFORMED NAME: GAIAM INC DATE OF NAME CHANGE: 19990701 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MUBADALA DEVELOPMENT CO PJSC CENTRAL INDEX KEY: 0001419351 IRS NUMBER: 000000000 STATE OF INCORPORATION: C0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: P. O. BOX 45005 CITY: ABU DHABI STATE: C0 ZIP: UAE BUSINESS PHONE: 971.2.616.0099 MAIL ADDRESS: STREET 1: P. O. BOX 45005 CITY: ABU DHABI STATE: C0 ZIP: UAE SC 13G/A 1 ss117671_sc13ga.htm AMENDMENT NO. 1
          
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13G

(Amendment No. 1)*
 
Under the Securities Exchange Act of 1934
 
 
Gaia, Inc.
          
(Name of Issuer)
 
 
Class A Common Stock, par value $0.0001 per share
          
(Title of Class of Securities)
 
 
36269P104
          
(CUSIP Number)
 
 
December 3, 2018
          
(Date of Event Which Requires Filing of this Statement)
  
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
  
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No.  36269P104
 Schedule 13G
Page 2 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mubadala Investment Company PJSC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,251,221
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,251,221
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,251,221
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
CUSIP No. 36269P104
Schedule 13G
Page 3 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
Mubadala Development Company PJSC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,251,221
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,251,221
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,251,221
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
CUSIP No. 36269P104
Schedule 13G
Page 4 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MDC Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
The Emirate of Abu Dhabi, United Arab Emirates
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,251,221
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,251,221
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,251,221
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
CUSIP No. 36269P104
Schedule 13G
Page 5 of 9 Pages
         
1
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
MDC Capital (Cayman) Limited, as trustee for Fifty First Investment Company LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
 
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
Not applicable
6
SHARED VOTING POWER
 
1,251,221
7
SOLE DISPOSITIVE POWER
 
Not applicable
8
SHARED DISPOSITIVE POWER
 
1,251,221
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,251,221
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.0%
12
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
CUSIP No. 36269P104
 
Page 6 of 9 Pages
 
This Amendment No. 1 amends and restates in its entirety the statement on Schedule 13G filed by the Reporting Persons listed in Item 2 with the Securities and Exchange Commission (the “Commission”) on October 2, 2018, which relates to the Common Stock, par value $0.0001 per share, of Gaia, Inc. (the “Issuer”). The information set forth herein regarding percentages of beneficial ownership is based upon information obtained from the Issuer regarding the number of shares of Common Stock, par value $0.0001 per share, disclosed as outstanding as of November 2, 2018 by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended September 30, 2018, and filed with the Commission on November 6, 2018.

Item 1.
 
(a)
Name of Issuer:
 
Gaia, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices:
 
833 West South Boulder Road, Louisville, CO 80027
 
Item 2.
 
(a)
Name of Person Filing:
 
(i)
Mubadala Investment Company PJSC

(ii)
Mubadala Development Company PJSC
 
(iii)
MDC Capital LLC

(iv)
MDC Capital (Cayman) Limited, as trustee for Fifty First Investment Company LLC
 
(b)
Address of Principal Business Office or, if none, Residence:
 
(i)
P.O. Box 45005, Abu Dhabi, United Arab Emirates
 
(ii)
P.O. Box 45005, Abu Dhabi, United Arab Emirates

(iii)
P.O. Box 45005, Abu Dhabi, United Arab Emirates

(iv)
Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands
 
(c)
Citizenship:
 
(i)
The Emirate of Abu Dhabi, United Arab Emirates
 
(ii)
The Emirate of Abu Dhabi, United Arab Emirates

(iii)
The Emirate of Abu Dhabi, United Arab Emirates

(iv)
Cayman Islands
 
(d)
Title of Class of Securities:
 
Class A Common Stock, par value $0.0001 per share
 
(e)
CUSIP Number:
 
36269P104
 
CUSIP No. 36269P104
 
Page 7 of 9 Pages
 
Item 3.
 
Not applicable.
 
Item 4.  Ownership.
 
(a)
Amount Beneficially Owned:
 
1,251,221 shares are 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.
 
(b)
Percent of Class:  The responses of the Reporting Persons to Row (11) of the cover pages of this Statement are incorporated herein by reference.
 
(c)
Number of shares as to which the person has: The responses of the Reporting Persons to Rows (5) through (8) of the cover pages of this Statement are incorporated herein by reference.
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
Not applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.  Identification and Classification of Member of the Group.
 
Not applicable.
 
Item 9.  Notice of Dissolution of Group.
 
Not applicable.
 
Item 10.  Certification.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
CUSIP No. 36269P104
 
Page 8 of 9 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
 
MUBADALA INVESTMENT COMPANY PJSC
  
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
  Christopher Fazekas / Authorized Signatory  
 
Name/Title
  
     
     
 
MUBADALA DEVELOPMENT COMPANY PJSC
 
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
 
Christopher Fazekas / Authorized Signatory
  
 
Name/Title
  
     
     
 
MDC CAPITAL LLC
  
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
 
Christopher Fazekas / Authorized Signatory
  
 
Name/Title
  
     
   
  MDC CAPITAL (CAYMAN) LIMITED, AS TRUSTEE FOR FIFTY FIRST INVESTMENT COMPANY LLC  
     
  December 7, 2018  
  Date  
     
  /s/ Christopher Fazekas  
  Signature  
     
  Christopher Fazekas / Authorized Signatory  
  Name/Title  

 



 EX-99.A 2 ss117671_ex99a.htm AGREEMENT OF JOINT FILING
 
CUSIP No. 36269P104
  
Page 9 of 9 Pages
 
 
AGREEMENT OF JOINT FILING
 
Pursuant to Rule 13d-1(k)(1) of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the statement on Schedule 13G filed herewith shall be filed on behalf of each of the undersigned.
 
 
 
 
MUBADALA INVESTMENT COMPANY PJSC
  
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
  Christopher Fazekas / Authorized Signatory  
 
Name/Title
  
     
     
 
MUBADALA DEVELOPMENT COMPANY PJSC
 
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
 
Christopher Fazekas / Authorized Signatory
  
 
Name/Title
  
     
     
 
MDC CAPITAL LLC
  
     
 
December 7, 2018
  
 
Date
  
     
 
/s/ Christopher Fazekas
  
 
Signature
  
     
 
Christopher Fazekas / Authorized Signatory
  
 
Name/Title
  
     
   
  MDC CAPITAL (CAYMAN) LIMITED, AS TRUSTEE FOR FIFTY FIRST INVESTMENT COMPANY LLC  
     
  December 7, 2018  
  Date  
     
  /s/ Christopher Fazekas  
  Signature  
     
  Christopher Fazekas / Authorized Signatory  
  Name/Title