CADIZ INC — Director's Dealing 2014

Jul 31, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2014-07-14

Reporting Person: Nokomis Capital, L.L.C. (10% Owner)
Reporting Person: Hendrickson Brett (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Notes	$0.00	2018-03-05	Common Stock, par value $0.01 per share (1897382)		Indirect

Footnotes

F1: The filing of this Form 3 shall not be construed as an admission that Nokomis Capital, L.L.C. ("Nokomis Capital") or Brett Hendrickson, the manager of Nokomis Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.01 per share (the "Common Stock"), of Cadiz Inc. (the "Issuer") purchased by certain private investment funds and manged accounts advised by Nokomis Capital (collectively, the "Nokomis Accounts"). Pursuant to Rule 16a-1, both Nokomis Capital and Mr. Hendrickson disclaim such beneficial ownership.

F2: Nokomis Capital holds indirectly 1,897,382 shares of Common Stock (consisting of 1,897,382 shares of Common Stock receivable upon conversion of presently convertible notes of the Issuer) through the Nokomis Accounts, for which Nokomis Capital is the Investment Manager. Brett Hendrickson reports the Common Stock held indirectly by Nokomis Capital because, as the manager of Nokomis Capital at the time of purchase, he controlled the disposition and voting of the securities.

F3: The Convertible Notes held by the Nokomis Accounts are convertible into shares of Common Stock at any time at a ratio of 124.223 shares of Common Stock per 1000 of Convertible Notes held until maturity of the Convertible Notes.