CONWAY RICHARD F 4

4 · CADIZ INC · Filed Nov 14, 2012

Form 4

Period: 2012-10-30

Director10% OwnerOther

Transactions

Purchase
Common Stock Warrants (right to buy)
2012-10-30$20.00/sh+50,000$1,000,000→ 50,000 total
Exercise: $10.00From: 2012-10-31Exp: 2014-10-30→ Common Stock, par value $0.01 per share (50,000 underlying)
Purchase
Common Stock Warrants (right to buy)
2012-10-30$20.00/sh+50,000$1,000,000→ 50,000 total(indirect: See Footnote)
Exercise: $10.00From: 2012-10-31Exp: 2014-10-30→ Common Stock, par value $0.01 per share (50,000 underlying)

Footnotes (3)

[F1]These securities are owned by Master Fund, which is a Reporting Person.
[F2]These securities also may be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe, Conway & Co., LLC ("LC&C"), 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; and (iv) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors and LC&C.
[F3]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.

Documents

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