CADIZ INC — Director's Dealing 2009

Jul 1, 2009

SEC Form 4/A — Form 4/A

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2009-06-04

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)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (right to buy)	$12.5	2011-11-17	Common Stock, par value $0.01 per share (96000)	96000	Direct
Common Stock Warrants (right to buy)	$12.5	2011-11-17	Common Stock, par value $0.01 per share (96000)	96000	Indirect

Footnotes

F1: 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.

F2: 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.