Sec Form 4 Filing - LC CAPITAL MASTER FUND LTD @ CADIZ INC - 2020-03-05

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) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2020 (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 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

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 S ecurities 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 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 )

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 Former 10% Owner LAMPE STEVEN LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner CONWAY RICHARD F LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner LAMPE, CONWAY & CO. LLC LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner LC CAPITAL PARTNERS LP LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner LC Capital Advisors LLC LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner LC Capital Offshore Fund Ltd LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY10019-5429 Former 10% Owner Signatures /s/ Richard F. Conway, Director, for LC Capital Master Fund, Ltd. 03/09/2020 Signature of Reporting Person Date /s/ Richard F. Conway, Partner, for LC Capital Partners, L.P. 03/09/2020 Signature of Reporting Person Date /s/ Richard F. Conway, Managing Member, for LC Capital Advisors, LLC 03/09/2020 Signature of Reporting Person Date /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC 03/09/2020 Signature of Reporting Person Date /s/ Richard F. Conway, Director, for LC Capital Offshore Fund, Ltd. 03/09/2020 Signature of Reporting Person Date /s/ Richard F. Conway 03/09/2020 Signature of Reporting Person Date /s/ Steven G. Lampe 03/09/2020 Signature of Reporting Person Date

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).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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