CADIZ INC — Director's Dealing 2007

Jun 4, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2007-05-31

Reporting Person: Grant Geoffrey T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-05-31	Common Stock, par value $0.01 per share ("Common Stock")	P	700	$21.9458	Acquired	1135178	Indirect
2007-06-01	Common Stock	P	27995	$22.10	Acquired	1163173	Indirect
2007-06-01	Common Stock	P	1100	$22.4147	Acquired	1164173	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-05-31	Common Stock issuable upon conversion of Convert Term Loan	$	C	0	Acquired		Convertible Debt (36375000)	Indirect

Footnotes

F1: Peloton Partners LLP ("Peloton Partners"), as investment manager to Peloton
Partners LP and Peloton Multi-Strategy Master Fund, Ltd. (the "Investment
Entities") may be deemed to be the beneficial owner of the Issuer's securities
held by the Investment Entities. Peloton Partners disclaims beneficial
ownership of such securities, and this report shall not be deemed an admission
that Peloton Partners is the beneficial owner of the securities for the purpose
of Section 16 or for any other purpose, except to the extent of its pecuniary
interest therein.

F2: Geoffrey Grant, as Chief Investment Officer of Peloton Partners, may be
deemed to be the beneficial owner of the Issuer's securities held by the
Investment Entities. Mr. Grant disclaims beneficial ownership of such
securities, and this report shall not be deemed an admission that Mr. Grant is
the beneficial owner of the securities for the purpose of Section 16 or for any
other purpose, except to the extent of his pecuniary interest therein.

F3: The convertible term loan ("Term Loan") which is comprised of two tranches
("Tranche A Term Loan" and "Tranche B Term Loan") provide Peloton Partners the
right to purchase common stock. The conversion of the Term Loan can occur at
Peloton Partner's ELECTION.

F4: The final maturity date is June 30, 2011.

F5: The conversion price in Item 4, above, is dependent upon the respective
Tranche (Tranche A Term Loan and Tranche B Term Loan). The exercise price for
Tranche A is $18.15 while the original aggregate amount of the Tranche A Term
Commitment is USD$10,000,000. The exercise price for Tranche B is $23.10 while
the original aggregate amount of the Tranche B Term Commitment is
USD$26,375,000.