Gaiam,
Inc.
|
||||
(Name
of Issuer)
|
||||
Class
A Common Stock, $1.00 par value per share
|
||||
(Title
of Class of Securities)
|
||||
36268Q103
|
||||
(CUSIP
Number)
|
||||
December
31, 2008
|
||||
(Date
of Event Which Requires Filing of this
Statement)
|
CUSIP
No. 36268Q103
|
13G
|
Page
2 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Goodwood
Inc.
|
||
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:
Ontario,
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
593,565
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
593,565
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
593,565
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.2%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IA
|
CUSIP
No. 36268Q103
|
13G
|
Page
3 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
1354037
Ontario Inc.
|
||
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:
Ontario,
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
593,565
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
593,565
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
593,565
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.2%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
CO
|
CUSIP
No. 36268Q103
|
13G
|
Page
4 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Goodwood
Fund
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
319,065
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
319,065
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
319,065
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
1.7%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
5 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Arrow
Goodwood Fund
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
94,200
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
94,200
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
94,200
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.5%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
6 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
The
Goodwood Capital Fund
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
72,300
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
72,300
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
72,300
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.4%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
7 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Goodwood
Fund 2.0 Ltd.
|
||
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
|
5
|
SOLE
VOTING POWER
108,000
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
108,000
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
108,000
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
0.6%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
8 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
628088
BC Ltd.
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
13,508
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
13,508
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,508
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
Less
than 0.1%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
9 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Ont
1411547 Ltd
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
100
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
0
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
100
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
100
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
Less
than 0.1%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IV
|
CUSIP
No. 36268Q103
|
13G
|
Page
10 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
Peter
H. Puccetti
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
0
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
593,565
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
WITH
|
8
|
SHARED
DISPOSITIVE POWER
593,565
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
593,565
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.2%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP
No. 36268Q103
|
13G
|
Page
11 of 19 Pages
|
1
|
NAME OF REPORTING
PERSON I.R.S. IDENTIFICATION NOS. OF
ABOVE PERSONS (entities only):
J.
Cameron MacDonald
|
||
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:
Canada
|
||
NUMBER
OF
|
5
|
SOLE
VOTING POWER
15,108
|
|
SHARES
BENEFICIALLY
OWNED
BY
|
6
|
SHARED
VOTING POWER
601,365
|
|
EACH
REPORTING
PERSON
|
7
|
SOLE
DISPOSITIVE POWER
15,108
|
|
WITH
|
8
|
SHARED DISPOSITIVE
POWER
601,365
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
616,473
|
||
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
N/A
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
3.3%
|
||
12
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
CUSIP
No. 36268Q103
|
13G
|
Page
12 of 19 Pages
|
Item
1.
|
|
(a)
|
Name
of Issuer:
|
(b)
|
Address
of Issuer's Principal Executive
Offices:
|
Item
2.
|
|
(a)
|
Name
of Person Filing:
|
(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
(c)
|
Citizenship:
|
(d)
|
Title
of Class of Securities:
|
(e)
|
CUSIP
Number:
|
Item
3.
|
|
Item
4.
|
Ownership
|
CUSIP
No. 36268Q103
|
13G
|
Page
13 of 19 Pages
|
1.
|
Goodwood
Inc.
|
(a)
|
Amount
beneficially
owned: 593,565
|
(b)
|
Percent
of class: 3.2%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 0
|
(ii)
|
Shared
power to vote or direct the
vote: 593,565
|
(iii)
|
Sole
power to dispose or direct the
disposition: 0
|
(iv)
|
Shared
power to dispose or direct the
disposition: 593,565
|
2.
|
1354037
Ontario Inc.
|
(a)
|
Amount
beneficially
owned: 593,565
|
(b)
|
Percent
of class: 3.2%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 0
|
(ii)
|
Shared
power to vote or direct the
vote: 593,565
|
(iii)
|
Sole
power to dispose or direct the
disposition: 0
|
(iv)
|
Shared
power to dispose or direct the
disposition: 593,565
|
3.
|
Goodwood
Fund
|
(a)
|
Amount
beneficially
owned: 319,065
|
(b)
|
Percent
of class: 1.7%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 319,065
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 319,065
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
4.
|
Arrow
Goodwood Fund
|
(a)
|
Amount
beneficially
owned: 94,200
|
(b)
|
Percent
of class: 0.5%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 94,200
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 94,200
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
5.
|
The
Goodwood Capital Fund
|
(a)
|
Amount
beneficially
owned: 72,300
|
(b)
|
Percent
of class: 0.4%
|
(c)
|
(i)
Sole power to vote or direct the
vote: 72,300
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 72,300
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
6.
|
Goodwood
Fund 2.0 Ltd.
|
(a)
|
Amount
beneficially
owned: 108,000
|
(b)
|
Percent
of class: 0.6%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 108,000
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 108,000
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
7.
|
628088
BC Ltd.
|
(a)
|
Amount
beneficially
owned: 13,508
|
(b)
|
Percent
of class: Less than 0.1%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 13,508
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 13,508
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
CUSIP
No. 36268Q103
|
13G
|
Page
14 of 19 Pages
|
8.
|
Ont
1411547 Ltd.
|
(a)
|
Amount
beneficially owned: 100
|
(b)
|
Percent
of class: less than 0.1%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 100
|
(ii)
|
Shared
power to vote or direct the
vote: 0
|
(iii)
|
Sole
power to dispose or direct the
disposition: 100
|
(iv)
|
Shared
power to dispose or direct the
disposition: 0
|
9.
|
Peter
H. Puccetti
|
(a)
|
Amount
beneficially
owned: 593,565
|
(b)
|
Percent
of class: 3.2%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 0
|
(ii)
|
Shared
power to vote or direct the
vote: 593,565
|
(iii)
|
Sole
power to dispose or direct the
disposition: 0
|
(iv)
|
Shared
power to dispose or direct the
disposition: 593,565
|
10.
|
J.
Cameron MacDonald
|
(a)
|
Amount
beneficially
owned: 616,473
|
(b)
|
Percent
of class: 3.3%
|
(c)
|
(i) Sole
power to vote or direct the
vote: 15,108
|
(ii)
|
Shared
power to vote or direct the
vote: 601,365
|
(iii)
|
Sole
power to dispose or direct the
disposition: 15,108
|
(iv)
|
Shared
power to dispose or direct the
disposition: 601,365
|
Item
5.
|
Ownership
Five Percent or Less of a Class
|
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 or Control
Person
|
Item
8.
|
Identification
and Classification of Members of the
Group
|
Item
9.
|
Notice
of Dissolution of Group
|
CUSIP
No. 36268Q103
|
13G
|
Page
15 of 19 Pages
|
Item
10.
|
Certification
|
CUSIP
No. 36268Q103
|
13G
|
Page
16 of 19 Pages
|
GOODWOOD
INC.
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
1354037
ONTARIO INC.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
GOODWOOD
FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
ARROW
GOODWOOD FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
THE
GOODWOOD CAPITAL FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
GOODWOOD
FUND 2.0 LTD.
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
628088
BC LTD.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
CUSIP
No. 36268Q103
|
13G
|
Page
17 of 19 Pages
|
ONT
1411547 LTD.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
PETER
H. PUCCETTI
|
|
/s/ Peter H. Puccetti | |
J.
CAMERON MACDONALD
|
|
/s/ J. Cameron MacDonald |
CUSIP
No. 36268Q103
|
13G
|
Page
18 of 19 Pages
|
GOODWOOD
INC.
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
1354037
ONTARIO INC.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
GOODWOOD
FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
ARROW
GOODWOOD FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
THE
GOODWOOD CAPITAL FUND
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
GOODWOOD
FUND 2.0 LTD.
|
|
By:
|
/s/ Peter H. Puccetti |
Name:
|
Peter
H. Puccetti
|
Title:
|
Authorized
Person
|
CUSIP
No. 36268Q103
|
13G
|
Page
19 of 19 Pages
|
628088
BC LTD.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
ONT
1411547 LTD.
|
|
By:
|
/s/ J. Cameron MacDonald |
Name:
|
J.
Cameron MacDonald
|
Title:
|
Authorized
Person
|
PETER
H. PUCCETTI
|
|
/s/ Peter H. Puccetti | |
J.
CAMERON MACDONALD
|
|
/s/ J. Cameron MacDonald |