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CONWAY RICHARD F 4

Accession 0001181431-13-026555

CIK 0000727273other
View on SEC.govCompany Profile

Filed

May 8, 8:00 PM ET

Accepted

May 9, 3:02 PM ET

Size

28.3 KB

Accession

0001181431-13-026555

Insider Transaction Report

Form 4
Period: 2013-03-05
CADIZ INCCDZI
CONWAY RICHARD F
Director10% OwnerOther
Transactions
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
LAMPE, CONWAY & CO. LLC
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
LC Capital Advisors LLC
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
LC CAPITAL PARTNERS LP
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
LC Capital Offshore Fund Ltd
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
LC CAPITAL MASTER FUND LTD
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
LAMPE STEVEN
Director10% OwnerOther
Transactions
  • Conversion

    Convertible Term Loan Tranche B-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche B-3a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Award

    7% Convertible Senior Notes due 2018

    2013-03-05→ 3,655,386 total
    Exercise: $8.05Exp: 2018-03-01→ Common Stock (3,655,386 underlying)
  • Conversion

    Convertible Term Loan Tranche A-2a

    2013-03-05→ 0 total
    Exercise: $35.00Exp: 2013-06-26→ Common Stock
  • Conversion

    Convertible Term Loan Tranche C-1

    2013-03-05→ 0 total
    Exercise: $13.50Exp: 2013-06-26→ Common Stock
Footnotes (9)
  • [F1]In connection with the Amended and Restated Credit Agreement, dated 3/1/2013, by and among the Issuer, Cadiz Real Estate LLC, the Reporting Person, as administrative agent, and the lenders party thereto, and the Exchange Agreement dated 3/1/2013 ("Exchange Agreement"), by and among the Issuer and the parties thereto, including the Reporting Person, the Reporting Person exchanged the acreted principal amounts of Issuer's outstanding convertible term loan ("Convertible Term Loan") under the Original Credit Agreement dated as of June 26, 2006, as amended ("Original Credit Agreement"), and outstanding non-convertible term loan under the Original Credit Agreement for $29,426,000 original principal amount of Issuer's new 7.00% Convertible Notes Due 2018 ("Notes"), issued pursuant to the terms of the Exchange Agreement and an Indenture ("Indenture"), dated 3/1/2013, between the Issuer and The Bank of New York Mellon Trust Company, N.A. as trustee.
  • [F2]The terms of the Convertible Term Loan provided Reporting Person the right, at its election, at any time from time to time, to convert certain principal amounts into common stock of Issuer.
  • [F3]The convertible feature of the Convertible Term Loan provided that the pincipal and all accreted interest of the applicable tranche was convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II above.
  • [F4]Subject to adjustment and certain limitations on issuance contained in the Exchange Agreement and Indenture, including a beneficial ownership limitation of 9.99%, the Reporting Person has the right to convert all or any portion of the accreted principal amount of the 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 ("Accreted Principal Amount") of the Notes on the conversion date.
  • [F5]The terms of the Indenture and the Notes provide that the Notes are convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II above.
  • [F6]Such total is based on the original principal amount and does not give effect to any beneficial ownership limit and/or any Accreted Principal Amount. The original principal amount of the Notes accretes at a rate equal to 7.00% per annum (compounded quarterly) from March 1, 2013 through March 1, 2018. The Accreted Principal Amount on each March 1, June 1, September 1 and December 1 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.
  • [F7]These securities (the "Securities") are owned by LC Capital Master Fund, Ltd., which is the Reporting Person.
  • [F8]The Securities may also be deemed to be beneficially owned by LC Capital Partners, L.P. ("Partners"), LC Capital Advisors, L.L.C. ("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 is 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.
  • [F9]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 or for any other purpose.

Documents

1 file

Issuer

CADIZ INC

CIK 0000727273

→
Entity typeother

Related Parties

1
  • filerCIK 0001299904

Filing Metadata

Form type
4
Filed
May 8, 8:00 PM ET
Accepted
May 9, 3:02 PM ET
Size
28.3 KB
View on SEC.gov