CADIZ INC — Director's Dealing 2008

Apr 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2008-04-18

Reporting Person: Grant Geoffrey T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-04-18	Common Stock issuable upon conversion of Loan	$0	S	1663925	Disposed	2011-06-30	Common Stock (1663925)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share ("Common Stock")	438	Direct

Footnotes

F1: Geoffrey Grant was allocated 438 shares under the Outside Director Compensation Plan for services rendered by Mr. Grant as a
director of the Issuer during the 12 month period ended June 30, 2007 and these shares vested on January 31, 2008. Mr.
Grant is filing this Form 4 in his capacity as a Director of the Issuer. In additional, Mr. Grant filed another From 4 in
his capacity as a Chief Investment Officer of Peloton Partners (defined below).

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: 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.

F4: The convertible term loan ("Term Loan") which is comprised of two tranches ("Tranche A Term Loan" and "Tranche B Term Loan")
provides Peloton Partners the right to purchase common stock of the Issuer. The conversion of the Term Loan can occur at
Peloton Partners' election.

F5: The final maturity date for the Term Loan is June 30, 2011.

F6: The conversion price in Table II, Item 2, 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.

F7: The purchase date for the Term Loan was April 18, 2008.

F8: The purchase price of the Term Loan was USD$28,672,201.18.