SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Water Asset Management LLC (Last) (First) (Middle) 509 MADISON AVENUE SUITE 804 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/12/2014	3. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,398,060	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Promissory Note	(2)	(3)	Common Stock, $0.01 par value	179,273(4)	$8.05	I	See Footnote(1)

Explanation of Responses:

1. The securities reported herein are directly held by investment funds and/or managed accounts for which the Reporting Person serves as investment manager. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein.

2. An investment fund managed by the Reporting Person purchased a Convertible Promissory Note from Cadiz, Inc. (the "Issuer") in the initial principal amount of $1,276,000. The Convertible Promissory Note was issued pursuant to an Indenture, dated as of March 5, 2013 (the "Indenture), between the Issuer and The Bank of New York Mellon Trust Company, N.A., as trustee. The Convertible Promissory Note may be exercised, in accordance with its terms and the terms of the Indenture, at any time prior to the close of business on the business day immediately preceding the maturity date.

3. The maturity date of the Convertible Promissory Note is March 5, 2018.

4. The number of shares underlying the Convertible Promissory Note was calculated by dividing the current principal amount of the Convertible Promissory Note (after capitalizing accreted interest in accordance with the terms of the Indenture) by the conversion price of the Convertible Promissory Note. The conversion price of the Convertible Promissory Note is $8.05, subject to adjustment in accordance with the terms of the Convertible Promissory Note and the Indenture.

	/s/ Marc Robert	11/14/2014
	** 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 5 (b)(v).
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