Sec Form 4 Filing - RILEY BRYANT R @ CADIZ INC - 2013-06-30

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 RILEY BRYANT R 2. Issuer Name and Ticker or Trading Symbol CADIZ INC [ CDZI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 11100 SANTA MONICA BLVD STE 810 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2013 (Street) LOS ANGELES, CA90025 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 06/30/2013 A 928 A $ 0 928 ( 1 ) D

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 Note $ 8.05 03/05/2013 03/05/2018 Common Stock 35,541 35,541 D ( 2 ) 7% Convertible Senior Note $ 8.05 03/05/2013 03/05/2018 Common Stock 127,060 127,060 I Footnote 3 ( 3 ) 7% Convertible Senior Note $ 8.05 03/05/2013 03/05/2018 Common Stock 28,589 28,589 I Footnote 4 ( 4 ) 7% Convertible Senior Note $ 8.05 03/05/2013 03/08/2018 Common Stock 31,765 31,765 I Footnote 5 ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RILEY BRYANT R 11100 SANTA MONICA BLVD STE 810 LOS ANGELES, CA90025 X Signatures Bryant R. Riley 07/02/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 928 shares allocated to the Reporting Person under the Outside Director Compensation Plan for services rendered by the Reporting Person as a director of the Issuer for the 12 month period ended June 30, 2013, which shares will vest on January 31, 2014. ( 2 )Notes held jointly by Bryant and Carleen Riley JTWROS. The Notes reported are convertible at any time into the Company's common stock at a price of $8.05 per share. Interest accrues at 7%, with no principal or interest payments required before maturity on March 5, 2018. Accrued intrest is convertible on the same terms as the principal and will total $116,002, or 14,410 shares, if not repaid or converted prior to the maturity date. 13,630 of these shares are not included in the reported total. ( 3 )Notes held by B. Riley and Co., LLC. Mr. Riley is the sole indirect equity owner. The Notes reported are convertible at any time into the Company's common stock at a price of $8.05 per share. Interest accrues at 7%, with no principal or interest payments required before maturity on March 5, 2018. Accrued interest is convertible on the same terms as the principal and will total $421,824, or 52,400 shares, of not repaid or converted prior to the maturity date. 49,564 of these shares are not included in the reported total. ( 4 )Notes held by B. Riley & Co. Retirement Trust. Mr. Riley is the trustee. The Notes reported are convertible at any time into the Company's common stock at a price of $8.05 per share. Interest accrues at 7%, with no principal or interest payments required before maturity on March 5, 2018. Accrued interest is convertible on the same terms as the principal and will total $94,910, or 11,790 shares, if not repaid or converted prior to the maturity date. 11,152 of these shares are not included in the reported total. ( 5 )Notes held by an Irrevocable Trust that Mr. Riley is the trustee of. Mr. Riley does hae sole dispositive power over these shares but disclaims beneficial ownership of them. The Notes reported are convertible at any time into the Company's common stock at a price of $8.05 per share. Interest accrues at 7%, with no principal or interest payments required before maturity on March 5, 2018. Accrued interest is convertible on the same terms as the principal and will total $105,456, or 13,100 shares, if not repaid or converted prior to the maturity date. 12,391 of these shares are not included in the reported total.

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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