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: 2009-12-10

Reporting Person: SHAHEEN TIMOTHY J (Director, Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-10	Common Stock	G	185	—	Disposed	37663	Direct
2010-01-13	Common Stock	S	2000	$11.4	Disposed	0	Indirect
2010-01-13	Common Stock	S	2000	$11.45	Disposed	0	Indirect
2010-01-14	Common Stock	A	30000	—	Acquired	67663	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-01-14	Employee Stock Option (right to buy)	$11.5	A	100000	Acquired	2020-01-14	Common Stock (100000)	Direct

Footnotes

F1: Includes 942 shares allocated to the Reporting Person under the Outside Director Compensation Plan for services rendered by the Reporting Person as a director of the Issuer during the 12 month period ended June 30, 2009, which shares will vest on January 31, 2010.

F2: 2,000 shares were sold by a trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of this trust. The Reporting Person dislcaims beneficial ownership of these securities held by this trust.

F3: 2,000 shares were sold by a trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of this trust. The Reporting Person dislcaims beneficial ownership of these securities held by this trust.

F4: 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.

F5: Options, which were authorized under the Issuer's 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.