CADIZ INC — Director's Dealing 2014

Nov 14, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2014-11-12

Reporting Person: Water Asset Management LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2398060	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Promissory Note	$8.05		Common Stock, $0.01 par value (179273)		Indirect

Footnotes

F1: The securities reported herein are directly held by investment funds and/or managed accounts for which the Reporting Person serves as investment manager. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

F2: An investment fund managed by the Reporting Person purchased a Convertible Promissory Note from Cadiz, Inc. (the "Issuer") in the initial principal amount of $1,276,000. The Convertible Promissory Note was issued pursuant to an Indenture, dated as of March 5, 2013 (the "Indenture), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Promissory Note may be exercised, in accordance with its terms and the terms of the Indenture, at any time prior to the close of business on the business day immediately preceding the maturity date.

F3: The maturity date of the Convertible Promissory Note is March 5, 2018.

F4: The number of shares underlying the Convertible Promissory Note was calculated by dividing the current principal amount of the Convertible Promissory Note (after capitalizing accreted interest in accordance with the terms of the Indenture) by the conversion price of the Convertible Promissory Note. The conversion price of the Convertible Promissory Note is $8.05, subject to adjustment in accordance with the terms of the Convertible Promissory Note and the Indenture.