CADIZ INC — Director's Dealing 2017

Jan 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2016-05-10

Reporting Person: SHAHEEN TIMOTHY J (Director, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-10	Common Stock	G	5000	—	Disposed	147500	Direct
2016-08-10	Common Stock	G	2000	—	Disposed	145500	Direct
2017-01-05	Common Stock	S	32000	$12.7	Disposed	113500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.5	2020-01-14	Common Stock (100000)	100000	Direct
Restricted Stock Units	$		Common Stock (100000)	100000	Direct

Footnotes

F1: Pursuant to a sales plan established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Plan"), and in accordance with that certain Lockup Agreement, dated December 1, 2016, delivered by Mr. Shaheen to B. Riley & Co. LLC, 32,000 shares of the Company's common stock (the "Shares") were sold for the account of Mr. Shaheen for the purpose of meeting Mr. Shaheen's tax obligations arising from certain equity awards granted by the Company to Mr. Shaheen. The Shares represent the full amount authorized for sale under the Plan.

F2: Previously recorded.

F3: Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.

F4: 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.