CADIZ INC — Director's Dealing 2007

Jan 31, 2007

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CADIZ INC (CDIZ)
CIK: 0000727273
Period of Report: 2007-01-19

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock ("Common Stock")	2268956	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock issuable upon conversion of Cnvrt. Trm Ln 2 & 3	$		Convertible Debt (36375000)		Indirect

Footnotes

F1: Geoffrey Grant ("Mr. Grant"), the Chief Investment Officer, conducts the investment activities of, Peloton Partners LLP
("Peloton Partners," together with Mr. Grant, the "Reporting Persons"), the investment manager of Peloton Partners LP and
Peloton Multi-Strategy Master Fund, Ltd. (the "Investment Entities"). The Reporting Persons hold the reported securities
indirectly through the Investment Entities. Neither Peloton Partners nor Mr. Grant directly own any shares of Common Stock.
Peloton Partners and Mr. Grant disclaims any beneficial ownership of the shares of Common Stock included in this report to
the extent such beneficial ownership exceeds such person's pecuniary interest.

F2: The Convertible Term Loan which is comprised of 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. THE REPORTING
PERSONS AND THE INVESTMENT ENTITIES ARE PROHIBITED FROM CONVERTING OR EXERCISING THE SECURITIES LISTED IN TABLE II, IF AFTER
SUCH EXERCISE OR CONVERSION THEY, AS A GROUP, WOULD BENEFICIALLY OWN MORE THAN 19.99% OF THE OUTSTANDING COMMON STOCK.

F3: The final maturity date is June 30 ,2011.

F4: The conversion price in Item 4, above, is dependent upon the respective Tranche (Tranche A Term Loan and Tranche B Term Loan)
and other provisions in the Term Loan affecting the conversion price. The exercise price for Tranche A will most likely be
$18.50 while the original aggregate amount of the Tranche A Term Commitment is $10,000,000. The exercise price for Tranche
B will most likely be $23.50 while the original aggregate amount of the Tranche B Term Commitment is $26,375,000.