4//SEC Filing
CADIZ INC 4
Accession 0001209191-15-028595
$CDZICIK 0000727273operating
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 6:27 PM ET
Size
24.5 KB
Accession
0001209191-15-028595
Insider Transaction Report
Form 4
CADIZ INCCDZI
LC CAPITAL MASTER FUND LTD
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
LAMPE STEVEN
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
CONWAY RICHARD F
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
LAMPE, CONWAY & CO. LLC
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
LC CAPITAL PARTNERS LP
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
LC Capital Advisors LLC
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
LC Capital Offshore Fund Ltd
Director10% OwnerOther
Transactions
- Sale
7% Convertible Senior Notes due 2018
2015-03-11−100,000→ 3,807,021.86 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (14,298.07 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-12−125,000→ 3,789,149.19 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (17,872.58 underlying) - Sale
7% Convertible Senior Notes due 2018
2015-03-16−21,000→ 3,786,146.58 totalExercise: $8.05Exp: 2018-03-05→ Common Stock (3,002.59 underlying)
Footnotes (9)
- [F1]7.00% Convertible Notes Due 2018 ("CDZI 7 3/15/18" or "Notes"), issued pursuant to the terms of an Exchange Agreement dated 3/5/2013 ("Exchange Agreement"), and an Indenture ("Indenture"), dated 3/5/2013, between the Issuer and The Bank of New York Mellon Trust Company, N.A. as trustee.
- [F2]Open market sale of $100,000 original principal amount of CDZI 7 3/5/18 (100 bonds) at a price of $1,284.60 per bond along with 1.151 factor.
- [F3]Open market sale of $125,000 original principal amount of CDZI 7 3/5/18 (125 bonds) at a price of $1,285.70 per bond along with 1.151 factor.
- [F4]Open market sale of $21,000 original principal amount of CDZI 7 3/5/18 (21 bonds) at a price of $1,285.70 per bond along with 1.151 factor.
- [F5]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. 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.
- [F6]The original principal amount of the Notes accretes at a rate equal to 7.00% per annum (compounded quarterly) from March 5, 2013 through March 5, 2018. The 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 March 5, 2015, the Accreted Principal Amount equaled $1,151 per $1,000 original principal amount. Such total does not give effect to any Accreted Principal Amount from March 5, 2015 to the date of the transactions reported herein. The calculations in columns 7 and 9 are based on conversion rate of the Notes multiplied by the product of the Accreted Principal Amount and the number of bonds for each transaction.
- [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, LP ("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 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.
- [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 for any other purpose.
Documents
Issuer
CADIZ INC
CIK 0000727273
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000727273
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 6:27 PM ET
- Size
- 24.5 KB