4//SEC Filing
LC Capital Advisors LLC 4
Accession 0000899243-15-009758
CIK 0000727273other
Filed
Dec 13, 7:00 PM ET
Accepted
Dec 14, 10:57 AM ET
Size
24.1 KB
Accession
0000899243-15-009758
Insider Transaction Report
Form 4
CADIZ INCCDZI
LC CAPITAL MASTER FUND LTD
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
LAMPE STEVEN
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
CONWAY RICHARD F
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
LAMPE, CONWAY & CO. LLC
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
LC CAPITAL PARTNERS LP
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
LC Capital Advisors LLC
Director10% OwnerOther
Transactions
- Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying) - Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying)
LC Capital Offshore Fund Ltd
Director10% OwnerOther
Transactions
- Disposition to Issuer
7% Convertible Senior Notes due 2018
2015-12-10−26,480,000→ 0 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,990,091 underlying) - Award
7% Convertible Senior Notes due 2020
2015-12-10+26,480,000→ 4,761,429 totalExercise: $6.75Exp: 2020-03-05→ Common Stock (4,761,429 underlying)
Footnotes (12)
- [F1]7.00% Convertible Notes Due 2018 ("2018 Notes"), issued pursuant to the terms of an Exchange Agreement, dated 3/5/2013 (the "First Exchange Agreement"), and an Indenture, dated 3/5/2013 and subsequently amended ("2018 Notes Indenture"), between the Issuer and U.S. Bank National Association (successor to The Bank of New York Mellon Trust Company, N.A.), as trustee.
- [F10]These securities (the "Securities") are owned by LC Capital Master Fund, Ltd., which is the Reporting Person.
- [F11]The Securities may also be deemed to be beneficially owned by LC Capital Partners, L.P. ("Partners"), LC Capital Advisors, LLC ("Advisors"), Lampe, Conway & Co., LLC ("LC&C"), LC Capital Offshore Fund, Ltd. ("Offshore"), Steven G. Lampe and Richard F. Conway by virtue of the following: (i) Partners and Offshore beneficially own 100% of the outstanding shares of Master Fund, (ii) Advisors in the sole general partner of Partners, (iii) LC&C is investment manager to Partners, Offshore and Master Fund pursuant to certain investment management agreements and shares voting and dispositive power over the Securities, and (iv) Messrs. Lampe and Conway are the sole managing members of each of Advisors and LC&C.
- [F12]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 the Securities for purposes of Section 16 for any other purpose.
- [F2]7.00% Convertible Notes Due 2020 (the "2020 Notes"), to be issued pursuant to the terms of a Note Exchange Agreement, dated 11/23/2015 (the "Second Exchange Agreement"), and an Indenture, dated 12/10/2015 (the "2020 Notes Indenture"), between the Issuer and U.S. Bank National Association, as trustee.
- [F3]Disposition to the Issuer of $26,480,000 face amount of 2018 Notes (26,480 bonds) in exchange for $26,480,000 face amount of 2020 Notes (26,480 bonds).
- [F4]Acquisition from the Issuer of $26,480,000 face amount of 2020 Notes (26,480 bonds) in exchange for $26,480,000 face amount of 2018 Notes (26,480 bonds).
- [F5]Subject to adjustment and certain limitations on issuance contained in the First Exchange Agreement and the 2018 Notes Indenture, the Reporting Person had the right to convert all or any portion of the accreted principal amount of the 2018 Notes at any time at the conversion rate equivalent to 124.223 shares of Issuer's common stock per $1,000 of then accreted principal amount ("2018 Notes Accreted Principal Amount") of the 2018 Notes on the conversion date. The terms of the 2018 Notes Indenture and the 2018 Notes provided that the 2018 Notes were convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II.
- [F6]Subject to adjustment and certain limitations on issuance contained in the 2020 Notes Indenture, the Reporting Person has the right to convert all or any portion of the accreted principal amount of the 2020 Notes at any time at the conversion rate equivalent to 148.148 shares of Issuer's common stock per $1,000 of then accreted principal amount ("2020 Notes Accreted Principal Amount") of the 2020 Notes on the conversion date. The terms of the 2020 Notes Indenture and the 2020 Notes provide that the 2020 Notes are convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II.
- [F7]The principal amount of the 2018 Notes accreted at a rate equal to 7.00% per annum (compounded quarterly) from March 5, 2013 through March 5, 2018. The 2018 Notes Accreted Principal Amount on each March 5, June 5, September 5 and December 5 reflects the additional principal amount that has accrued as of such date since the immediately preceding date at the accretion rate of 7.00% per annum. As of December 5, 2015, the 2018 Notes Accreted Principal Amount equaled $1,213 per $1,000 face amount. Such total does not give effect to any additional 2018 Notes Accreted Principal Amount from December 5, 2015 to the date of the transactions reported herein. The calculation in column 7 is based on the conversion rate of the 2018 Notes multiplied by the product of the 2018 Notes Accreted Principal Amount and the number of bonds for each transaction.
- [F8]The principal amount of the 2020 Notes accretes at a rate equal to 7.00% per annum (compounded quarterly) through March 5, 2020; provided that the amounts of principal accretion with respect to the 2020 Notes shall be determined as if the 2020 Notes had been issued and accretion had commenced on March 5, 2013. The 2020 Notes Accreted Principal Amount on each March 5, June 5, September 5 and December 5 reflects the additional principal amount that has accrued as of such date since the immediately preceding date at the accretion rate of 7.00% per annum. As of December 5, 2015, the 2020 Notes Accreted Principal Amount equaled $1,213.733 per $1,000 face amount. Such total does not give effect to any 2020 Notes Accreted Principal Amount from December 5, 2015 to the date of the transactions reported herein.
- [F9](Continued from Footnote 8) The calculations in columns 7 and 9 are based on the conversion rate of the 2020 Notes multiplied by the product of the 2020 Notes Accreted Principal Amount and the number of bonds for each transaction.
Documents
Issuer
CADIZ INC
CIK 0000727273
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001375479
Filing Metadata
- Form type
- 4
- Filed
- Dec 13, 7:00 PM ET
- Accepted
- Dec 14, 10:57 AM ET
- Size
- 24.1 KB