Sec Form 4 Filing - LC CAPITAL MASTER FUND LTD @ CADIZ INC - 2015-12-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LC CAPITAL MASTER FUND LTD 2. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2015 (Street) NEW YORK, NY10019-5429 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 2018 ( 1 ) $ 8.05 12/10/2015 D( 3 ) 26,480,000 ( 3 ) ( 5 ) 03/05/2018 Common Stock 3,990,091 ( 7 ) ( 5 ) 0 D ( 10 ) ( 11 ) ( 12 ) 7% Convertible Senior Notes due 2020 ( 2 ) $ 6.75 12/10/2015 A( 4 ) 26,480,000 ( 4 ) ( 6 ) 03/05/2020 Common Stock 4,761,429 ( 8 ) ( 9 ) ( 6 ) 4,761,429 ( 8 ) ( 9 ) D ( 10 ) ( 11 ) ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LC CAPITAL MASTER FUND LTD LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X X Director by Deputization LAMPE STEVEN LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X CONWAY RICHARD F LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X LAMPE, CONWAY & CO. LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X LC CAPITAL PARTNERS LP LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X LC Capital Advisors LLC LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X LC Capital Offshore Fund Ltd LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 X Signatures /s/ Richard F. Conway, Director, for LC Capital Master Fund, Ltd. 12/11/2015 Signature of Reporting Person Date /s/ Richard F. Conway, Partner, for LC Capital Partners, L.P. 12/11/2015 Signature of Reporting Person Date /s/ Richard F. Conway, Managing Member, for LC Capital Advisors, LLC 12/11/2015 Signature of Reporting Person Date /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC 12/11/2015 Signature of Reporting Person Date /s/ Richard F. Conway, Director, for LC Capital Offshore Fund, Ltd. 12/11/2015 Signature of Reporting Person Date /s/ Richard F. Conway 12/11/2015 Signature of Reporting Person Date /s/ Steven G. Lampe 12/11/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )7.00% Convertible Notes Due 2018 ("2018 Notes"), issued pursuant to the terms of an Exchange Agreement, dated 3/5/2013 (the "First Exchange Agreement"), and an Indenture, dated 3/5/2013 and subsequently amended ("2018 Notes Indenture"), between the Issuer and U.S. Bank National Association (successor to The Bank of New York Mellon Trust Company, N.A.), as trustee. ( 2 )7.00% Convertible Notes Due 2020 (the "2020 Notes"), to be 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. ( 3 )Disposition to the Issuer of $26,480,000 face amount of 2018 Notes (26,480 bonds) in exchange for $26,480,000 face amount of 2020 Notes (26,480 bonds). ( 4 )Acquisition from the Issuer of $26,480,000 face amount of 2020 Notes (26,480 bonds) in exchange for $26,480,000 face amount of 2018 Notes (26,480 bonds). ( 5 )Subject to adjustment and certain limitations on issuance contained in the First Exchange Agreement and the 2018 Notes Indenture, the Reporting Person had the right to convert all or any portion of the accreted principal amount of the 2018 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 ("2018 Notes Accreted Principal Amount") of the 2018 Notes on the conversion date. The terms of the 2018 Notes Indenture and the 2018 Notes provided that the 2018 Notes were convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II. ( 6 )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. ( 7 )The principal amount of the 2018 Notes accreted at a rate equal to 7.00% per annum (compounded quarterly) from March 5, 2013 through March 5, 2018. The 2018 Notes 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 December 5, 2015, the 2018 Notes Accreted Principal Amount equaled $1,213 per $1,000 face amount. Such total does not give effect to any additional 2018 Notes Accreted Principal Amount from December 5, 2015 to the date of the transactions reported herein. The calculation in column 7 is based on the conversion rate of the 2018 Notes multiplied by the product of the 2018 Notes Accreted Principal Amount and the number of bonds for each transaction. ( 8 )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 2020 Notes 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 December 5, 2015, the 2020 Notes Accreted Principal Amount equaled $1,213.733 per $1,000 face amount. Such total does not give effect to any 2020 Notes Accreted Principal Amount from December 5, 2015 to the date of the transactions reported herein. ( 9 )(Continued from Footnote 8) The calculations in columns 7 and 9 are based on the conversion rate of the 2020 Notes multiplied by the product of the 2020 Notes Accreted Principal Amount and the number of bonds for each transaction. ( 10 )These securities (the "Securities") are owned by LC Capital Master Fund, Ltd., which is the Reporting Person. ( 11 )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 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. ( 12 )Each reporting p erson 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.

Remarks: Mr. Stephen E. Courter serves as the representative of LC&C and its affiliates on the board of directors of the Issuer as director by deputization.

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).

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