Ownership Submission
FORM 4
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Revolution Living LLC
  2. Issuer Name and Ticker or Trading Symbol
GAIAM INC [GAIA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1717 RHODE ISLAND AVENUE, N.W.
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2007
(Street)

WASHINGTON,, DC 20036
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.0001 02/06/2007   S   2,500,000 D $ 13.14 0 (1) D  

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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 Security 3. 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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Revolution Living LLC
1717 RHODE ISLAND AVENUE, N.W.
WASHINGTON,, DC 20036
    X    
REVOLUTION MANAGEMENT CO LLC
1717 RHODE ISLAND AVE, N.W.
WASHINGTON,, DC 20036
    X    
Revolution LLC
1717 RHODE ISLAND AVENUE, N.W.
WASHINGTON,, DC 20036
    X    
Stephen M Case Revocable Trust
PO BOX 33139
WASHINGTON,, DC 20033-3139
    X    
CASE STEPHEN M
PO BOX 33139
WASHINGTON,, DC 20033-3139
    X    

Signatures

 /s/ RONALD A. KLAIN, attorney-in-fact   02/06/2007
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On February 6, 2007, Revolution Living LLC sold 2,500,000 shares of Class A Common Stock, par value $0.0001, to Gaiam, Inc. The securities were owned directly by Revolution Living LLC. Revolution Living LLC is part of a multi-tier holding structure, and is held by Revolution Management Company LLC and its parent Revolution LLC, which in turn is owned by Stephen M. Case Revocable Trust, the trustee of which is Stephen M. Case. Accordingly, each of Revolution Management Company LLC, Revolution LLC, Stephen M. Case Revocable Trust and Stephen M. Case may be deemed to be an indirect beneficial owner of the securities held by Revolution Living LLC.

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