Kennedy Susan P bought $56,250 worth of shares (25,000 units at $2.25), increasing direct ownership by 3% to 966,921 units (SEC Form 4)
$CDZI
Water Supply
Utilities
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [ CDZI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 04/18/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 04/18/2024 | P | 25,000 | A | $2.25 | 966,921(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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units(2) | (3) | (4)(5)(8) | (4)(5)(8) | Common Stock | 600,000 | 600,000 | D | ||||||||
| Performance Rights(2) | (6) | (7)(8) | (7)(8) | Common Stock | 300,000 | 300,000 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 625,000 restricted stock units ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably (a) in three equal quarterly installments of 75,000 each on the final day of every quarter of the Company's 2024 fiscal year and (b) in eight equal quarterly installments of 50,000 each on the final day of every quarter of the Company's 2025 and 2026 fiscal years, subject in all cases to the Reporting Person's continuing employment as of each such vesting date. The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of the securities has vested. |
| 2. Previously reported. |
| 3. Each RSU represents a contingent right to receive one share of the Company's common stock. |
| 4. These 600,000 RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 50,000 RSUs upon the completion of the California Environmental Quality Act("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 75,000 RSUs upon the issuance of a Federal Land Policy and Management Act right of way permit authorizing the conveyance of water across Federal lands through the Northern Pipeline; (d) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 acre-feet per year ("AFY") of annual water supply to be delivered via the Northern Pipeline; |
| 5. Footnote 4 cont'd: (e) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 12,500 AFY of annual water supply to be delivered via the Southern Pipeline; (f) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 AFY of annual water supply to be delivered via the Southern Pipeline; (g) 75,000 RSUs upon the execution by public water systems of binding agreements for the storage of not less than25,000 acre-feet of imported water at the Cadiz Property; (h) 100,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (i) 50,000 RSUs for first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline. |
| 6. Each performance right represents a contingent right to receive one share of Cadiz Inc. common stock. |
| 7. The 300,000 performance rights vest upon the Company's common stock achieving a price hurdle of $15 per share, subject to the Reporting Person's continuing employment as of such vesting date. |
| 8. All RSUs and performance rights described herein are subject to increasing the number of shares authorized for issuance under the Cadiz Inc. 2019 Equity Incentive Plan, as amended, under a proposal to be approved at the Cadiz Inc. 2024 Annual Meeting of Stockholders. |
| Susan P. Kennedy | 04/19/2024 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||