CADIZ INC — Director's Dealing 2010

Jan 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2009-09-14

Reporting Person: BRACKPOOL KEITH (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-09-14	Common Stock	G	30000	—	Disposed	62436	Direct
2009-09-14	Common Stock	G	30000	—	Acquired	30000	Indirect
2010-01-14	Common Stock	A	85000	—	Acquired	147436	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
2010-01-14	Employee Stock Options (right to buy)	$11.5	A	200000	Acquired	2020-01-14	Common Stock (200000)	Direct

Footnotes

F1: 30,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's family. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities held by this trust.

F2: Shares issued to the Reporting Person under the Issuer's 2009 Equity Incentive Plan. The employee has a contractual agreement not to sell any of these shares for a period of three years following issuance.

F3: Previously reported.

F4: Options, which were authorized under the 2009 Equity Incentive Plan and which were granted to the Reporting Person on January 14, 2010, vest one-third immediately, one-third on January 14, 2011, and one-third on January 14, 2012.