CADIZ INC — Director's Dealing 2012

Nov 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2012-10-30

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: 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
2012-10-30	Common Stock Warrants (right to buy)	$10	P	50000	Acquired	2014-10-30	Common Stock, par value $0.01 per share (50000)	Direct
2012-10-30	Common Stock Warrants (right to buy)	$10	P	50000	Acquired	2014-10-30	Common Stock, par value $0.01 per share (50000)	Indirect

Footnotes

F1: These securities are owned by Master Fund, which is a Reporting Person.

F2: 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"), 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; and (iv) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors and LC&C.

F3: 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.