Edgar Filing: LC CAPITAL PARTNERS LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LC CAPITAL MASTER FUND LTD

2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [CDZI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	__X__ Other (specify below)
Director by Deputization

(Last)

(First)

(Middle)

C/O LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, 12TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2009

(Street)

NEW YORK, NY 10019-5429

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/30/2009		P		62,640	A	⁽¹⁾	855,492	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	10/30/2009		P		62,640	A	⁽¹⁾	855,492	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Common Stock	10/30/2009		C		585,000	A	$ 7	1,440,492	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	10/30/2009		C		585,000	A	$ 7	1,440,492	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾
Common Stock	10/30/2009		C		993,533	A	$ 35	2,434,025	D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾
Common Stock	10/30/2009		C		993,533	A	$ 35	2,434,025	I	See Footnotes ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Warrants (right to buy)

$ 15

10/28/2009

20,880

01/27/2010

10/28/2012

Common Stock, par value $0.01 per share

20,880

⁽¹⁾

20,880

D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Common Stock Warrants (right to buy)

$ 15

10/28/2009

20,880

01/27/2010

10/28/2012

Common Stock, par value $0.01 per share

20,880

⁽¹⁾

20,880

See Footnotes ⁽⁴⁾ ⁽⁵⁾

Convertible Term Loan, Tranche A-1

$ 7

10/30/2009

4,095,000

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

585,000

$ 0

D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Convertible Term Loan, Tranche A-1

$ 7

10/30/2009

4,095,000

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

585,000

$ 0

See Footnotes ⁽⁴⁾ ⁽⁵⁾

Convertible Term Loan, Tranches A-2 and B

$ 35

10/30/2009

34,773,665 ⁽⁶⁾

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

993,533

$ 0

D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Convertible Term Loan, Tranches A-2 and B

$ 35

10/30/2009

34,773,665 ⁽⁶⁾

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

993,533

$ 0

See Footnotes ⁽⁴⁾ ⁽⁵⁾

See footnote ⁽⁸⁾

$ 35

10/30/2009⁽²⁾⁽⁷⁾

388,675

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

11,105

$ 0

11,105

D ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

See footnote ⁽⁸⁾

$ 35

10/30/2009⁽²⁾⁽⁷⁾

⁽²⁾

06/30/2013

Common Stock, par value $0.01 per share

11,105

$ 0

11,105

See Footnotes ⁽⁴⁾ ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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

Signatures

/s/ Richard F. Conway, Director, for LC Capital Master Fund Ltd.		11/06/2009
^**Signature of Reporting Person		Date
/s/ Richard F. Conway, Director, for LC Capital Partners LP		11/06/2009
^**Signature of Reporting Person		Date
/s/ Richard F. Conway, Director, for LC Capital Advisors LLC		11/06/2009
^**Signature of Reporting Person		Date
/s/ Richard F. Conway, Director, for Lampe, Conway & Co., LLC		11/06/2009
^**Signature of Reporting Person		Date
/s/ Richard F. Conway, Director, for LC Capital International LLC		11/06/2009
^**Signature of Reporting Person		Date
/s/ Steven G. Lampe		11/06/2009
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		11/06/2009
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 20,880 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 one warrant, each of which entitles the holder to purchase one share of common stock.
(2)	The Convertible Term Loan, which is comprised of Tranche A-1, Tranche A-2 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 initial principal amount of Tranche A-1 and the accreted principal amount of Tranche A, Tranche A-2 and Tranche B of the Term Loan into Common Stock.
(3)	These securities are owned by Master Fund, which is a Reporting Person.
(4)	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.
(5)	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.
(6)	The convertible feature would allow the principal and all accreted and accreting interest of the Term Loan (the Tranche A-2 and Tranche B Loans) to be converted into shares of Common Stock at a conversion price of $35 per share.
(7)	Interest of the Term Loan (the Tranche A-2 and Tranche B Loans), convertible into shares of Common Stock at a conversion price of $35 per share, that will have accrued within 60 days of October 30, 2009.
(8)	Convertible Term Loan, Interest accrued within 60 days of 10/30/2009.
Remarks: Mr. Stephen E. Courter serves as the representative of Lampe, Conway & Co., LLC ("LC&C") and its affiliates on the Cadiz Inc. Board of Directors as Director by Deputization.

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