CADIZ INC — Director's Dealing 2016

May 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2016-05-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-24	Common Stock	P	23430	$3.11	Acquired	2460990	Indirect

Footnotes

F1: Cadiz Inc. (the "Issuer") issued the shares of common stock reported herein to WPI-Cadiz Farm CA, LLC ("WPI") as payment of the extension fee due and owing to WPI pursuant to that certain First Amendment to Amended and Restated Credit Agreement, dated as of November 23, 2015, by and among the Issuer, Cadiz Real Estate LLC, WPI, the other lenders party thereto and Wells Fargo Bank, National Association, as 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.