Sec Form 4 Filing - Water Asset Management LLC @ CADIZ INC - 2016-11-29

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 Water Asset Management LLC 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) (Last) (First) (Middle) 509 MADISON AVENUE, SUITE 804 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2016 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 11/29/2016 J 11,561 ( 1 ) A 2,672,551 I See footnote ( 2 ) Common Stock 11/30/2016 J 1,495 ( 1 ) A 2,674,046 I See footnote ( 2 ) Common Stock 12/19/2016 P 56,600 A $ 10.91 2,730,646 I See footnote ( 2 ) Common Stock 12/20/2016 P 17,200 A $ 11.01 2,747,846 I See footnote ( 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 (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 Warrants to purchase Common Stock $ 0.01 11/29/2016 J 11,561 11/29/2016( 3 ) ( 3 ) Common Stock 11,561 ( 1 ) 11,561 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Water Asset Management LLC 509 MADISON AVENUE SUITE 804 NEW YORK, NY10022 X Signatures /s/ Marc Robert 12/21/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of common stock and warrants to purchase shares of common stock were issued in connection with that certain Fifth Amendment to the Amended and Restated Credit Agreement, dated as of November 29, 2016 (the "5th Amendment Effective Date"), by and among Cadiz, Inc. and Cadiz Real Estate LLC, as borrowers, WPI-Cadiz Farm CA, LLC, an affiliate of the Reporting Person, as a lender, the other lenders party thereto, and Wells Fargo Bank, National Association, as agent (the "Agent"), which amended that certain Amended and Restated Credit Agreement (as amended through the 5th Amendment Effective Date, the "Credit Agreement") attached to that certain Amendment Agreement, dated as of October 30, 2013, by and among Cadiz, Inc., Cadiz Real Estate LLC, LC Capital Master Fund, Ltd., the lenders party thereto and the Agent. ( 2 )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. ( 3 )Warrant is exercisable commencing on the 180th day following the 5th Amendment Effective Date if any principal or interest amounts are then-outstanding under the Credit Agreement (the "Initial Exercise Date"). Warrant expires on November 29, 2021, subject to extension in certain circumstances in accordance with the terms of the Warrant; provided, however, if no principal and interest are outstanding under the Credit Agreement on the Initial Exercise Date, the Warrant shall expire on the Initial Exercise Date.

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