CADIZ INC — Director's Dealing 2016

Dec 21, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2016-11-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-29	Common Stock	J	11561	—	Acquired	2672551	Indirect
2016-11-30	Common Stock	J	1495	—	Acquired	2674046	Indirect
2016-12-19	Common Stock	P	56600	$10.91	Acquired	2730646	Indirect
2016-12-20	Common Stock	P	17200	$11.01	Acquired	2747846	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-29	Warrants to purchase Common Stock	$0.01	J	11561	Acquired		Common Stock (11561)	Indirect

Footnotes

F1: The shares of common stock and warrants to purchase shares of common stock were issued in connection with that certain Fifth Amendment to the Amended and Restated Credit Agreement, dated as of November 29, 2016 (the "5th Amendment Effective Date"), by and among Cadiz, Inc. and Cadiz Real Estate LLC, as borrowers, WPI-Cadiz Farm CA, LLC, an affiliate of the Reporting Person, as a lender, the other lenders party thereto, and Wells Fargo Bank, National Association, as agent (the "Agent"), which amended that certain Amended and Restated Credit Agreement (as amended through the 5th Amendment Effective Date, the "Credit Agreement") attached to that certain Amendment Agreement, dated as of October 30, 2013, by and among Cadiz, Inc., Cadiz Real Estate LLC, LC Capital Master Fund, Ltd., the lenders party thereto and the Agent.

F2: 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.

F3: Warrant is exercisable commencing on the 180th day following the 5th Amendment Effective Date if any principal or interest amounts are then-outstanding under the Credit Agreement (the "Initial Exercise Date"). Warrant expires on November 29, 2021, subject to extension in certain circumstances in accordance with the terms of the Warrant; provided, however, if no principal and interest are outstanding under the Credit Agreement on the Initial Exercise Date, the Warrant shall expire on the Initial Exercise Date.