SEC Form 4
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*
ING GROEP NV
(Last) (First) (Middle)
AMSTELVEENSEWEG 500, 1081 KL
PO BOX 810, 1000 AV
(Street)
AMSTERDAM P7 0000
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [ CDZI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 04/18/2006 S 388 D $17.9974(1) 1,415,804 I I(2)
Common Stock 04/19/2006 S 2,360 D $17.9886(3) 1,413,444 I I(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
ING GROEP NV
(Last) (First) (Middle)
AMSTELVEENSEWEG 500, 1081 KL
PO BOX 810, 1000 AV
(Street)
AMSTERDAM P7 0000
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ING CAPITAL LLC
(Last) (First) (Middle)
1,325
AVENUE OF THE AMERICAS
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. ING Groep N.V. sold 388 shares at a price of $17.9974 a share, which equals a gross aggregate consideration of $6,983.
2. ING Groep N.V. is the indirect parent company if ING Capital LLC through a chain of wholly-owned subsidiaries.
3. ING Groep N.V. sold 2,360 shares at a price of $17.9886 a share, which equals a gross aggregate consideration of $42,453.
Remarks:
Other Reporting Owner Name/Address: ING Capital LLC, 1325 Avenue of the Americas, New York, NY 10029. Holders of a majority-in-interes of Cadiz Inc.'s Series F Preferre Stock have the right to nominate and elect two diretors to the Board of Directors of Cadiz Inc. ING Capital LLC has appointed Raymond Pacini and Gregory W. Preston to serve as directors of Cadiz Inc.
/s/ Neil De La Cruz 04/20/2006
/s/ Maura Sniffen, attorney-in-fact 04/20/2006
/s/ Nicole M. Ponzoa, attorney-in-fact 04/20/2006
** 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).
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