CADIZ INC — Director's Dealing 2009

Jun 9, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

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)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-06-04	Convertible Term Loan, Tranche A	$18.15	H		Disposed	2011-06-30	Common Stock, par value $0.01 per share ()	Direct
2009-06-04	Convertible Term Loan, Tranche A-1	$7	P		Acquired	2013-06-30	Common Stock, par value $0.01 per share (585000)	Direct
2009-06-04	Convertible Term Loan, Tranche A-2	$35	P		Acquired	2013-06-30	Common Stock, par value $0.01 per share ()	Direct
2009-06-04	Convertible Term Loan, Tranche B	$23.10	H		Disposed	2011-06-30	Common Stock, par value $0.01 per share ()	Direct
2009-06-04	Convertible Term Loan, Tranche B	$35	P		Acquired	2013-06-30	Common Stock, par value $0.01 per share ()	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrants (right to buy)	$12.5	2009-11-17	Common Stock, par value $0.01 per share (96000)	96000	Direct
Common Stock Warrants (right to buy)	$12.5	2009-11-17	Common Stock, par value $0.01 per share (96000)	96000	Indirect
Common Stock Warrants (right to buy)	$12.5	2009-11-17	Common Stock, par value $0.01 per share (96000)	96000	Direct
Common Stock Warrants (right to buy)	$12.5	2009-11-17	Common Stock, par value $0.01 per share (96000)	96000	Indirect

Footnotes

F1: The Convertible Term Loan, which was comprised of Tranche A and Tranche B and is now comprised of Tranche A-1, Tranche A-2 and Tranche B, provided/provides Master Fund, as lender thereunder, the right, at the election of Master Fund, at any time from time to time, to convert the initial principal amount of Tranche A-1 and the accreted principal amount of Tranche A, Tranche A-2 and Tranche B of the Term Loan into Common Stock.

F2: These transactions involved the amendment of an outstanding Convertible Term Loan, which has been retranched such that it is now comprised of Tranche A-1, Tranche A-2 and Tranche B and no longer is comprised of Tranche A and Tranche B. As part of the retranching, the conversion price has been changed for the Tranches. The amendment is reported above as the cancellation of the "old" Convertible Term Loan and the acquisition of a new one.

F3: These securities are owned by Master Fund, which is a Reporting Person.

F4: 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.

F5: 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.

F6: The convertible feature would allow the principal and all accreted and accreting interest of the Term Loan (the Tranche A-2 and Tranche B Loans) to be converted into shares of Common Stock at a conversion price of $35 per share.