CADIZ INC — Director's Dealing 2015

Feb 10, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2014-12-31

Reporting Person: BRACKPOOL KEITH (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-12	Common Stock	G	20000	—	Disposed	325000	Direct
2009-10-01	Common Stock	G	10000	—	Disposed	315000	Direct
2009-11-12	Common Stock	G	30000	—	Disposed	285000	Direct
2014-12-26	Common Stock	G	50000	—	Disposed	235000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Options (right to buy)	$12	2015-05-04	Common Stock (100000)	100000	Direct
Employee Stock Options (right to buy)	$11.5	2020-01-14	Common Stock (200000)	300000	Direct
Restricted Stock Units	$		Common Stock (100000)	100000	Direct

Footnotes

F1: The amount of securities shown as beneficially owned by the Reporting Person in this Form has been adjusted to correct a long-standing calculation error which attributed 2,436 more shares to the Reporting Person in previous Section 16 filings than are actually beneficially owned by him.

F2: The Reporting Person disclaims beneficial ownership of 100,000 of these securities until such time, and the extent, that ownership of the securities has vested.

F3: Previously reported.

F4: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.

F5: 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.