CADIZ INC — Major Shareholding Notification 2020

Feb 14, 2020

SC 13G/A 1 p20-0514sc13ga.htm

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Cadiz Inc.
(Name of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
127537207
(CUSIP Number)
December
31, 2019
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨	Rule 13d-1(b)
x	Rule 13d-1(c)
¨	Rule 13d-1(d)
(Page 1 of 6 Pages)

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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 127537207 13G/A Page 2 of 6 Pages

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1	NAME OF REPORTING PERSON Water Asset Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 695,576 shares of Common Stock
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 695,576 shares of Common Stock
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 695,576 shares of Common Stock
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.6%
12	TYPE OF REPORTING PERSON OO, IA

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Item 1(a).	NAME OF ISSUER
	Cadiz Inc. (the “ Issuer ”)
Item 1(b).	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	550 S. Hope Street, Suite 2850
	Los Angeles, CA 90071
Item 2(a).	NAME OF PERSON FILING
	Water Asset Management, LLC (the “ Reporting Person ”)
Item 2(b).	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	509 Madison Avenue, Suite 804
	New York, NY 10022
Item 2(c).	CITIZENSHIP
	The Reporting Person is organized under the laws of the State of New York.
Item 2(d).	TITLE OF CLASS OF SECURITIES
	Common Stock, par value $0.01 per share
Item 2(e).	CUSIP NUMBER
	127537207
Item 3.	IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

(a)	¨	Broker or dealer registered under Section 15 of the Act;
(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	¨	An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

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| (h) | ¨ | A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act; |
| --- | --- | --- |
| (i) | ¨ | A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment Company Act; |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:_______

Item 4.	OWNERSHIP
	The information required by Items 4(a)
– (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in Row (11) of the cover
page for the Reporting Person is based on 27,004,173 shares of Common Stock outstanding as of November 5, 2019 as reported in the
Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2019.
Item 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
Item 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	The shares of Common Stock are held by investment funds to which the Reporting Person serves as investment manager. No person other than the Reporting Person and the investment funds is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
Item 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
	Not applicable.
Item 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not applicable.
Item 9.	NOTICE OF DISSOLUTION OF GROUP
	Not applicable.

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Item 10.
By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2020

WATER ASSET MANAGEMENT, LLC
/s/ Marc Robert
Name: Marc Robert
Title: Chief Operating Officer