CADIZ INC — Director's Dealing 2011

Jan 12, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2010-01-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-01-21	Common Stock	G	2000	—	Disposed	65663	Direct
2010-01-21	Common Stock	G	2000	—	Acquired	2000	Indirect
2010-01-21	Common Stock	G	2000	—	Disposed	63663	Direct
2010-01-21	Common Stock	G	2000	—	Acquired	2000	Indirect
2011-01-10	Common Stock	A	40000	—	Acquired	103663	Direct
2011-01-11	Common Stock	G	1663	—	Disposed	102000	Direct
2011-01-11	Common Stock	G	1663	—	Acquired	3663	Indirect
2011-01-11	Common Stock	S	2000	$12.15	Disposed	1663	Indirect
2011-01-11	Common Stock	G	2000	—	Disposed	100000	Direct
2011-01-11	Common Stock	G	2000	—	Acquired	4000	Indirect
2011-01-11	Common Stock	S	2000	$12.15	Disposed	2000	Indirect

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: 2,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

F2: Includes 30,000 shares issued to the Reporting Person on January 14, 2010, 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 the issuance date.

F3: 2,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

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 the issuance date.

F5: 1,663 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

F6: 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 disclaims beneficial ownership of these securities.

F7: 2,000 shares were gifted by the Reporting Person to a trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of this trust. The Reporting Person disclaims beneficial ownership of these securities.

F8: 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 disclaims beneficial ownership of these securities.

F9: Previously reported.

F10: Options, which were authorized under the Issuer's 2009 Equity Incentive Plan and which were granted to the Reporting Person on January 14, 2010, vested one-third immediately, one-third will vest on January 14, 2011, and one-third will vest on January 14, 2012.