| GAIAM
      INC | 
| (Name
      of Issuer) | 
| Common | 
| (Title
      of Class of Securities) | 
| 36268Q10 | 
| (CUSIP
      Number) | 
| December 31, 2009 | 
| (Date
      of Event Which Requires Filing of this
  Statement) | 
| * | 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. | 
| 1. | NAME
      OF REPORTING PERSONS | |
| I.R.S.
      IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) | ||
| William
      Blair & Company, L.L.C. | ||
| 36-2214610 | ||
| 2. | CHECK
      THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |
| (a)  o | ||
| (b)  o | ||
| 3. | SEC
      USE ONLY | |
| 4. | CITIZENSHIP
      OR PLACE OF ORGANIZATION | |
| 222
      W Adams | ||
| Chicago,
      IL 60606 | ||
| 5. | SOLE
      VOTING POWER | |
| NUMBER
      OF | 1849642 | |
| SHARES | 6. | SHARED
      VOTING POWER | 
| BENEFICIALLY | ||
| OWNED
      BY | -0- | |
| EACH | 7. | SOLE
      DISPOSITIVE POWER | 
| REPORTING | ||
| PERSON | 1849642 | |
| WITH | 8. | SHARED
      DISPOSITIVE POWER | 
| -0- | 
| 9. | AGGREGATE
      AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 
| 1849642 | |
| 10. | CHECK
      BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
      SHARES* | 
| o | |
| 11. | PERCENT
      OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 
| 10.45% | |
| 12. | TYPE
      OF REPORTING PERSON* | 
| BD,
      IA | |
| Item
      1(a). | Name
      of Issuer: | 
| Item
      1(b). | Address
      of Issuer's Principal Executive
Offices: | 
| Item
      2(a). | Name
      of Person Filing: | 
| Item
      2(b). | Address
      of Principal Business Office, or if None,
  Residence: | 
| Item
      2(c). | Citizenship: | 
| Item
      2(d). | Title
      of Class of Securities: | 
| Item
      2(e). | CUSIP
      Number: | 
| Item
      3. | If
      This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
      Check Whether the Person Filing is
a: | 
|  | (a) | x | Broker
      or dealer registered under Section 15 of the Exchange
  Act. | 
|  | (b) | o | Bank
      as defined in Section 3(a)(6) of the Exchange
  Act. | 
|  | (c) | o | Insurance
      company as defined in Section 3(a)(19) of the Exchange
  Act. | 
|  | (d) | o | Investment
      company registered under Section 8 of the Investment Company
      Act. | 
|  | (e) | x | An
      investment adviser in accordance with Rule
    13d-1(b)(1)(ii)(E); | 
|  | (f) | o | An
      employee benefit plan or endowment fund in accordance with Rule
      13d-1(b)(1)(ii)(F); | 
|  | (g) | o | A
      parent holding company or control person in accordance with Rule
      13d-1(b)(1)(ii)(G); | 
|  | (h) | o | A
      savings association as defined in Section 3(b) of the Federal Deposit
      Insurance Act; | 
|  | (i) | o | A
      church plan that is excluded from the definition of an investment company
      under Section 3(c)(14) of the Investment Company
  Act; | 
|  | (j) | o | Group,
      in accordance with Rule
13d-1(b)(1)(ii)(J). | 
| Item
      4. | Ownership. | 
|  | (a) | Amount
      beneficially owned: | 
|  | (b) | Percent
      of class: | 
|  | (c) | Number
      of shares as to which such person
has: | 
|  | (i) | Sole
      power to vote or to direct the vote | 
|  | (ii) | Shared
      power to vote or to direct the vote | 
|  | (iii) | Sole
      power to dispose or to direct the disposition
of | 
|  | (iv) | Shared
      power to dispose or to direct the disposition
of | 
| Item
      5. | Ownership
      of Five Percent or Less of a Class. | 
| Item
      6. | Ownership
      of More Than Five Percent on Behalf of Another
  Person. | 
| 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. | 
| Item
      10. | Certifications. | 
| January 15, 2010 | |
| (Date) | |
| /s/ Michelle Seitz | |
| (Signature) | |
| Principal & Manager of Investment
      Services | |
| (Name/Title) |