CADIZ INC — Director's Dealing 2011

Apr 5, 2011

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2010-12-31

Reporting Person: STODDARD RICHARD E (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-11	Common Stock	G	60000	—	Disposed	311	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	2015-10-04	Common Stock (100000)	Direct
2010-01-14	Employee Stock Options (right to buy)	$11.5	A	50000	Acquired	2020-01-14	Common Stock (50000)	Direct

Footnotes

F1: Previously reported.

F2: 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.