CADIZ INC — Director's Dealing 2009

Feb 13, 2009

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2008-12-31

Reporting Person: STODDARD RICHARD E (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-01-14	Common Stock	G	49380	—	Disposed	75311	Direct
2008-04-29	Common Stock	G	40000	—	Disposed	35311	Direct
2007-07-25	Restricted Stock Units	A	100000	—	Acquired	100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-04	Employee Stock Options (right to buy)	$12	A	100000	Acquired	2015-05-04	Common Stock (100000)	Direct
2007-07-25	Performance Rights	$	A	200000	Acquired		Common Stock (200000)	Direct

Footnotes

F1: Includes 50,000 shares of common stock issued under the Company's 2007 Mangement Equity Incentive Plan upon the time-based vesting of previously disclosed Restricted Stock Units.

F2: Previously reported.

F3: Represents Time-Based Deferred Stock Grants under the Company's 2007 Management Equity Incentive Plan. Each restricted stock unit represents a contingent right to recive one share of the Company's common stock.

F4: Represents the date upon which the final condition to the effectiveness of the Company's 2007 Management Equity Incentive Plan was satisfied and the Plan became effective.

F5: As previously disclosed, such units vest in two equal annual installments beginning January 1, 2009, subject to the terms of the Company's 2007 Management Equity Incentive Plan.

F6: Represents Milestone-Based Deferred Stock Grants under the Company's 2007 Management Equity Incentive Plan. Each performance right represents a contingent right to receive one share of the Company's common stock. One-half of the performance rights shall be issuable only if the Trading Price of the Company's common stock is at least $28 per share for any ten trading days (whether or not consecutive) falling within any period of thirty consecutive trading days which, in turn, fall within a period of two years commencing March 13, 2007, and ending March 12, 2009 (the "Milestone Period"). The remaining one-half of the performance rights shall be issuable only if the Trading Price of the Company's common stock is at least $35 per share for any ten trading days (whether or not consecutive) falling within any period of thirty consecutive trading days which, in turn, fall within the Milestone Period.

F7: (continuation of footnote 6) Any performance rights as to which the Trading Price Conditions set forth above are satisfied shall, subject to the terms of the Company's 2007 Management Equity Incentive Plan, vest and be issuable in four equal installments beginning January 1, 2008.