Sec Form 13G Filing - Water Asset Management LLC filing for CADIZ INC (CDZI) - 2020-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 

Cadiz Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

127537207

(CUSIP Number)
 

December 31, 2019

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 6 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 12753720713G/APage 2 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

 

Water Asset Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

695,576 shares of Common Stock

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

695,576 shares of Common Stock

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

695,576 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

2.6%

12

TYPE OF REPORTING PERSON

OO, IA

         

 

 

CUSIP No. 12753720713G/APage 3 of 6 Pages

 

Item 1(a). NAME OF ISSUER
   
  Cadiz Inc. (the “Issuer”)
   
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  550 S. Hope Street, Suite 2850
  Los Angeles, CA 90071
   
Item 2(a). NAME OF PERSON FILING
   
  Water Asset Management, LLC (the “Reporting Person”)
   
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  509 Madison Avenue, Suite 804
  New York, NY 10022
   
Item 2(c). CITIZENSHIP
   
  The Reporting Person is organized under the laws of the State of New York.
   
Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.01 per share
   
Item 2(e). CUSIP NUMBER
   
  127537207
   
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
   

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

CUSIP No. 12753720713G/APage 4 of 6 Pages

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:_________________________

 

Item 4. OWNERSHIP
   
 

The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for the Reporting Person and is incorporated herein by reference.

The percentage set forth in Row (11) of the cover page for the Reporting Person is based on 27,004,173 shares of Common Stock outstanding as of November 5, 2019 as reported in the Issuer’s quarterly report on Form 10-Q, filed with the Securities and Exchange Commission on November 12, 2019.

   
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x
   
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  The shares of Common Stock are held by investment funds to which the Reporting Person serves as investment manager.  No person other than the Reporting Person and the investment funds is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.
   
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON  
     
  Not applicable.  
     
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP  
     
  Not applicable.  
     
Item 9. NOTICE OF DISSOLUTION OF GROUP  
     
  Not applicable.  

 

CUSIP No. 12753720713G/APage 5 of 6 Pages

 

     
Item 10. CERTIFICATION  
   
  By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

CUSIP No. 12753720713G/APage 6 of 6 Pages

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 14, 2020

 

  WATER ASSET MANAGEMENT, LLC
   
 

/s/ Marc Robert

  Name: Marc Robert
  Title: Chief Operating Officer