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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Warrants (right to buy) | $ 12.5 | 11/17/2008 | P | 96,000 | 02/15/2009 | 11/17/2009 | Common Stock, par value $0.01 per share | 96,000 | (1) | 96,000 | D | ||||
| Common Stock Warrants (right to buy) | $ 12.5 | 11/17/2008 | P | 0 | 02/15/2009 | 11/17/2009 | Common Stock, par value $0.01 per share | 96,000 | $ 0 | 96,000 | I | See Footnotes (3) (4) | |||
| Common Stock Warrants (right to buy) | $ 12.5 | 11/17/2008 | P | 96,000 | 02/15/2009 | 11/17/2011 | Common Stock, par value $0.01 per share | 96,000 | (1) | 96,000 | D | ||||
| Common Stock Warrants (right to buy) | $ 12.5 | 11/17/2008 | P | 0 | 02/15/2009 | 11/17/2011 | Common Stock, par value $0.01 per share | 96,000 | $ 0 | 96,000 | I | See Footnotes (3) (4) | |||
| Convertible Term Loan, Tranche A | $ 18.15 | (6) | 06/30/2011 | Common Stock, par value $0.01 per share | $ 9,854,355.34 | $ 9,854,355.34 | D (2) (3) (4) | ||||||||
| Convertible Term Loan, Tranche B | $ 23.1 | (6) | 06/30/2011 | Common Stock, par value $0.01 per share | $ 25,990,862.22 | $ 25,990,862.22 | D (2) (3) (4) | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LC CAPITAL MASTER FUND LTD C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC CAPITAL PARTNERS LP C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC Capital Advisors LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LAMPE, CONWAY & CO. LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC Capital International LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LAMPE STEVEN C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| CONWAY RICHARD F C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| /s/ Richard F. Conway, Director for LC Capital Master Fund Ltd. | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Director for LC Capital Partners LP | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Director for LC Capital Advisors LLC | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Director for Lampe, Conway & Co., LLC | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Director for LC Capital International LLC | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven G. Lampe | 11/20/2008 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway | 11/20/2008 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The reported securities are included within 96,000 Units purchased by LC Capital Master Fund, Ltd. ("Master Fund") for $31.50 per Unit. Each Unit consists of three shares of common stock and two warrants, each of which entitles the holder to purchase one share of common stock. |
| (2) | These securities are owned by Master Fund, which is a Reporting Person. |
| (3) | These securities also may be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), LC&C, LC Capital International LLC ("International"), Steven G. Lampe ("Mr. Lampe") and Richard F. Conway ("Mr. Conway") by virtue of the following relationships: (i) Partners' beneficially owns one-third of the outstanding shares of the Master Fund; (ii) Advisors is the sole general partner of Partners; (iii) LC&C acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements, and as a result of such agreements, LC&C shares voting and dispositive power over the reported securities; (iv) International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement and, as a result, International shares voting and dispositive power over the reported securities; and (v) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and International. |
| (4) | Each reporting person disclaims beneficial ownership of the securities reported on this Form 4 except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| (5) | These securities are held directly by Mr. Lampe. |
| (6) | The Convertible Term Loan, which is comprised of Tranche A and Tranche B, provides Master Fund, as lender thereunder, the right, at the election of Master Fund, at any time from time to time, to convert the accreted principal amount of the Term Loan into Common Stock. |
| Remarks: Mr. Stephen E. Courter serves as the representative of Lamp, Conway & Co., LLC ("LC&C") and its affiliates on the Cadiz Inc. Board of Directors as Director by Deputization. | |