CADIZ INC — Director's Dealing 2010

Oct 21, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2010-10-19

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
2010-10-19	Convertible Term Loan, Tranche A-2	$35	H		Disposed	2013-06-26	Common Stock, par value $0.01 per share (206667)	Direct
2010-10-19	Convertible Term Loan, Tranche A-2a	$35	P		Acquired	2013-06-26	Common Stock, par value $0.01 per share ()	Direct
2010-10-19	Convertible Term Loan, Tranche B	$35	H		Disposed	2013-06-26	Common Stock, par value $0.01 per share (853673)	Direct
2010-10-19	Convertible Term Loan, Tranche B-1	$13.50	P		Acquired	2013-06-26	Common Stock, par value $0.01 per share ()	Direct
2010-10-19	Convertible Term Loan, Tranche B-3a	$35	P		Acquired	2013-06-26	Common Stock, par value $0.01 per share ()	Direct
2010-10-19	Convertible Term Loan, Tranche C-1	$13.50	P		Acquired	2013-06-26	Common Stock, par value $0.01 per share ()	Direct

Footnotes

F1: The Credit Agreement, by and among Cadiz, Inc., Cadiz Real Estate LLC (collectively, the "Borrower"), the lenders from time
to time party thereto, and LC Capital Master Fund, Ltd., ("Master Fund"), dated as of June 26, 2006 (as amended, the
"Convertible Term Loan"), which was comprised of Tranches A-1, A-2 and B and is now comprised of Tranches A-1, A-2a,
A-2b,B-1, B-3a, B-3b and C-1 (and solely at the election of the Borrower, Tranches B-2 and C-2), now provides Master Fund
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 Tranches A-2a, B-1 and B-3a into Common Stock.

F2: These transactions involved the amendment of an outstanding Convertible Term Loan, which has been modified such that it no
longer includes Tranche A-2 and Tranche B which have been replaced with Tranches A-2a, A-2b, B-1, B-3a and B-3b. Solely at
the election of the Borrower, Tranches B-2 and C-2 may be established. The amendment is reported above as the cancellation
of the "old" Tranches A-2 and B and the acquisition of the "new" Tranches A-2a, A-2b, B-1, B-3a, B-3b and C-1.

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"), Lampe, Conway & Co., LLC ("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; (continued in footnote 5)

F5: (continued from footnote 4) and (v) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and
International.

F6: 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.

F7: The convertible feature would allow the principal and all accreted and accreting interest of the applicable Term Loan Tranche
to be converted into shares of Common Stock at the conversion price indicated in column 2 of Table II above.