CADIZ INC — Director's Dealing 2019

May 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CADIZ INC (CDZI)
CIK: 0000727273
Period of Report: 2019-04-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-22	Common Stock, par value $0.01 ("Common Stock")	C	291057	$6.75	Acquired	3258219	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-22	Convertible Promissory Note	$6.75	C	1964643	Acquired	2020-03-05	Common Stock (291057)	Indirect

Footnotes

F1: The securities reported herein are directly held by investment funds and/or managed accounts for which Water Asset Management, LLC, a New York limited liability company (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.

F2: The Convertible Promissory Note issued pursuant to the Indenture, dated as of March 5, 2013 (the "Indenture"), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee, is convertible at any time at the conversion rate equivalent to 148.148 shares of the Issuer's common stock per $1,000 of the then accreted principal amount of the Convertible Promissory Note on the conversion date.