Form 4 LC CAPITAL PARTNERS LP For: Oct 30 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

LC CAPITAL MASTER FUND LTD

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

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

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

4. If Amendment, Date of 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

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⁾

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⁾

1. Name and Address of Reporting Person^*

LC CAPITAL MASTER FUND LTD

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LC CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LC Capital Advisors LLC

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAMPE, CONWAY & CO. LLC

(Last)

(First)

(Middle)

680 FIFTH AVENUE,, 12TH FLOOR

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LC Capital International LLC

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

LAMPE STEVEN

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CONWAY RICHARD F

(Last)

(First)

(Middle)

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

(Street)

NEW YORK

10019-5429

(City)

(State)

(Zip)

Explanation of Responses:
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.

	/s/ Richard F. Conway, Director, for LC Capital Master Fund Ltd.	11/06/2009
	/s/ Richard F. Conway, Director, for LC Capital Partners LP	11/06/2009
	/s/ Richard F. Conway, Director, for LC Capital Advisors LLC	11/06/2009
	/s/ Richard F. Conway, Director, for Lampe, Conway & Co., LLC	11/06/2009
	/s/ Richard F. Conway, Director, for LC Capital International LLC	11/06/2009
	/s/ Steven G. Lampe	11/06/2009
	/s/ Richard F. Conway	11/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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