CADIZ INC — Director's Dealing 2017

Mar 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2017-03-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-03	Common Stock	J	961	$14.58	Acquired	2958621	Indirect

Footnotes

F1: Cadiz Inc. (the "Company") issued the 961 shares of common stock of the Company subject to this Form 4 (the "Shares") to WPI-Cadiz Farm CA, LLC ("WPI-Cadiz Farm"), an affiliate of the Reporting Person, pursuant to that certain Interest Share Issuance Agreement, dated as of March 3, 2017, by and between the Company and WPI-Cadiz Farm.

F2: The Shares were issued, at the Company's election, as payment of the accrued but unpaid interest due and owing as of March 5, 2017 under that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of November 29, 2016 (the "Fifth Amendment Effective Date"), by and among the Company, as a borrower, Cadiz Real Estate LLC ("CRE"), as a borrower, WPI-Cadiz Farm, 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 further amended prior to the Fifth Amendment Effective Date, and as subsequently amended from time to time) attached to that certain Amendment Agreement, dated as of October 30, 2013, by and among the Company, CRE, LC Capital Master Fund, Ltd., the lenders party thereto, and the Agent.

F3: 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.