CADIZ INC — Director's Dealing 2014

Jul 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2014-05-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-14	Common Stock	G	5000	—	Disposed	95000	Direct
2014-07-01	Common Stock	A	62500	—	Acquired	157500	Direct

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
2014-07-01	Restricted Stock Units	$	A	100000	Acquired		Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1663	Indirect
Common Stock	2000	Indirect

Footnotes

F1: Represents the shares of common stock underlying a like number of restricted stock units granted to the Reporting Person on July 1, 2014. These restricted stock units shall vest ratably in ten equal quarterly installments on the final day of every quarter over the 30 month period commencing July 1, 2014, subject to the Reporting Person's continuing employment as of each such vesting date.

F2: The Reporting Person disclaims beneficial ownership of 62,500 of these securities until such time, and to the extent, that ownership of the securities has vested.

F3: These shares are held in trust for the benefit of the Reporting Person's son. The Reporting Person is custodian of the trust. The Reporting Person disclaims beneficial ownership of these securities.

F4: These shares are held in trust for the benefit of the Reporting Person's daughter. The Reporting Person is custodian of the trust. The Reporting Person disclaims beneficial ownership of these securities.

F5: Previously reported.

F6: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.

F7: The 100,000 RSUs will vest once construction financing necessary for the implementation of the Cadiz Valley Water Conservation, Recovery and Storage Project, as defined in the approved Final Environmental Impact Report, is secured. These RSUs were granted on July 1, 2014, and will expire on June 10, 2017, if the milestone has not been achieved by such date.