CADIZ INC — Director's Dealing 2008

Nov 20, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2008-11-17

Reporting Person: LC CAPITAL MASTER FUND LTD (Director, 10% Owner, Director by Deputization)
Reporting Person: LC CAPITAL PARTNERS LP (Director, 10% Owner, Director by Deputization)
Reporting Person: LC Capital Advisors LLC (Director, 10% Owner, Director by Deputization)
Reporting Person: LAMPE, CONWAY & CO. LLC (Director, 10% Owner, Director by Deputization)
Reporting Person: LC Capital International LLC (Director, 10% Owner, Director by Deputization)
Reporting Person: LAMPE STEVEN (Director, 10% Owner, Director by Deputization)
Reporting Person: CONWAY RICHARD F (Director, 10% Owner, Director by Deputization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-11-17	Common Stock, par value $0.01 per share	P	288000	—	Acquired	600852	Direct
2008-11-17	Common Stock, par value $0.01 per share	P	0	—	Acquired	600852	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-11-17	Common Stock Warrants (right to buy)	$12.50	P	96000	Acquired	2009-11-17	Common Stock, par value $0.01 per share (96000)	Direct
2008-11-17	Common Stock Warrants (right to buy)	$12.50	P	0	Acquired	2009-11-17	Common Stock, par value $0.01 per share (96000)	Indirect
2008-11-17	Common Stock Warrants (right to buy)	$12.50	P	96000	Acquired	2011-11-17	Common Stock, par value $0.01 per share (96000)	Direct
2008-11-17	Common Stock Warrants (right to buy)	$12.50	P	0	Acquired	2011-11-17	Common Stock, par value $0.01 per share (96000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	144300	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Term Loan, Tranche A	$18.15	2011-06-30	Common Stock, par value $0.01 per share ()		Direct
Convertible Term Loan, Tranche B	$23.1	2011-06-30	Common Stock, par value $0.01 per share ()		Direct

Footnotes

F1: The reported securities are included within 96,000 Units purchased by LC Capital Master Fund, Ltd. ("Master Fund") for $31.50 per Unit. Each Unit consists of three shares of common stock and two warrants, each of which entitles the holder to purchase one share of common stock.

F2: These securities are owned by Master Fund, which is a Reporting Person.

F3: These securities also may be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), LC&C, LC Capital International LLC ("International"), Steven G. Lampe ("Mr. Lampe") and Richard F. Conway ("Mr. Conway") by virtue of the following relationships: (i) Partners' beneficially owns one-third of the outstanding shares of the Master Fund; (ii) Advisors is the sole general partner of Partners; (iii) LC&C acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements, and as a result of such agreements, LC&C shares voting and dispositive power over the reported securities; (iv) International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement and, as a result, International shares voting and dispositive power over the reported securities; and (v) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and International.

F4: Each reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: These securities are held directly by Mr. Lampe.

F6: The Convertible Term Loan, which is comprised of Tranche A and Tranche B, provides Master Fund, as lender thereunder, the right, at the election of Master Fund, at any time from time to time, to convert the accreted principal amount of the Term Loan into Common Stock.