| 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 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [ CDZI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/05/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/05/2020 | C(1) | 2,504,434(1) | A | $6.75 | 3,263,926 | D(2)(3)(4) | |||
| Common Stock | 144,300 | D(4)(5) | ||||||||
| Common Stock | 1,208 | I(4)(6) | By retirement account | |||||||
| Common Stock | 584 | I(4)(7) | By spouse's retirement account | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 7% Convertible Senior Notes due 2020(8) | $6.75 | 03/05/2020 | J(9) | 16,866,290.34(9) | (10) | 03/05/2020 | Common Stock | 2,498,709.68(11) | (9)(10) | 43,346,290.3 | D(2)(3)(4) | ||||
| 7% Convertible Senior Notes due 2020(8) | $6.75 | 03/05/2020 | C(12) | 16,904,930.13(12) | (10) | 03/05/2020 | Common Stock | 2,504,434.09(11) | (10) | 26,441,360.2 | D(2)(3)(4) | ||||
| 7% Convertible Senior Notes due 2020(8) | $6.75 | 03/05/2020 | S(13) | 26,441,360.21(13) | (10) | 03/05/2020 | Common Stock | 3,917,238.55(11) | (10) | 0 | D(2)(3)(4) | ||||
| Series 1 Preferred Stock(14) | $6.75 | 03/05/2020 | P(15) | 9,671(15) | (16) | (17) | Common Stock | 3,917,239(16) | (16) | 9,671 | D(2)(3)(4) | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Acquisition from the Issuer of Common Stock in exchange for $16,904,929.50 principal amount of 2020 Notes (as defined below). |
| 2. These securities (the "Securities") are owned by LC Capital Master Fund, Ltd ("Master Fund"). |
| 3. 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 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. |
| 4. 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. |
| 5. These securities are directly owned by Steven G. Lampe. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such shares. |
| 6. These securities are indirectly owned by Steven G. Lampe through a retirement account. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such shares. |
| 7. These securities are indirectly owned by Steven G. Lampe through his spouse's retirement account. The other Reporting Persons included in this Form 4 do not have beneficial ownership of such shares. |
| 8. 7.00% Convertible Notes Due 2020 (the "2020 Notes"), 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. |
| 9. Represents accreted principal as provided for by the terms of the 2020 Notes, which payment is exempt from Section 16 of the Securities Exchange Act of 1934 under SEC Rule 16a-9 and/or Rule 16b-b(6). |
| 10. 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. |
| 11. 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 calculations in columns 7 are based on the conversion rate of the 2020 Notes multiplied by the 2020 Notes Accreted Principal Amount. |
| 12. Disposition to the Issuer of $16,904,930.13 principal amount of 2020 Notes in exchange for Common Stock and $0.63 in lieu of fractional shares. |
| 13. Disposition to the Issuer of $26,441,360.21 principal amount of 2020 Notes in exchange for Series 1 Preferred Stock. |
| 14. Series 1 Preferred Stock, par value $0.01 per share, issued pursuant to the terms of the Conversion and Exchange Agreement, dated 03/05/2020, between the Issuer and Master Fund. The Series 1 Preferred Stock is convertible only so long as the beneficial ownership of the Reporting Persons would not exceed 9.9% of the Common Stock outstanding immediately after giving effect to the conversion. The Series 1 Preferred Stock only has voting power to the extent that the Reporting Persons' voting power does not exceed 9.9% of the Common Stock outstanding at the time of the vote. |
| 15. Acquisition from the Issuer of Series 1 Preferred Stock in exchange for $26,441,360.21 principal amount of 2020 Notes. |
| 16. Each outstanding share of Series 1 Preferred Stock is convertible from and after March 5, 2020 and prior to the Mandatory Conversion Date (as defined below), at the option of the holder thereof, into that number of shares of Common Stock (subject to the limitations set forth in footnote 11 above) as is determined by multiplying one (1) by the conversion rate then in effect. On March 5, 2020, the conversion rate was 405.05. |
| 17. On March 5, 2025 (the "Mandatory Conversion Date"), each outstanding share of Series 1 Preferred Stock will automatically convert (subject to the limitations set forth in footnote 11 above) into that number of shares of Common Stock as is determined by multiplying one (1) by the conversion rate in effect on the Mandatory Conversion Date (the "Mandatory Conversion"). Any shares of Series 1 Preferred Stock remaining after the Mandatory Conversion Date shall automatically be converted into a non-voting preferred security that shall continue to be convertible at the option of the holder (subject to the limitations set forth in footnote 11 above). |
| /s/ Richard F. Conway, Director, for LC Capital Master Fund, Ltd. | 03/09/2020 | |
| /s/ Richard F. Conway, Partner, for LC Capital Partners, L.P. | 03/09/2020 | |
| /s/ Richard F. Conway, Managing Member, for LC Capital Advisors, LLC | 03/09/2020 | |
| /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC | 03/09/2020 | |
| /s/ Richard F. Conway, Director, for LC Capital Offshore Fund, Ltd. | 03/09/2020 | |
| /s/ Richard F. Conway | 03/09/2020 | |
| /s/ Steven G. Lampe | 03/09/2020 | |
| ** 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. | ||