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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
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Cadiz Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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127537207
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(CUSIP Number)
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August 2, 2022**
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[x] Rule
13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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. Beneficial ownership information contained herein is given as of the date listed above.
** Voluntary filing
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).
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1
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Names of Reporting Persons.
Odey Asset Management Group LLP
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
England
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting
Power
0 shares
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6 Shared Voting
Power
3,310,908 shares
Refer to Item 4 below.
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7 Sole Dispositive
Power
0 shares
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8 Shared
Dispositive Power
3,310,908 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,310,908 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.52%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
PN, IA
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1
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Names of Reporting Persons.
Odey Asset Management Ltd
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
England
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting
Power
0 shares
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6 Shared Voting
Power
3,310,908 shares
Refer to Item 4 below.
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7 Sole Dispositive
Power
0 shares
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8 Shared
Dispositive Power
3,310,908 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,310,908 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.52%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
CO, HC
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1
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Names of Reporting Persons.
Odey Holdings Ltd
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
Switzerland
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting
Power
0 shares
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6 Shared Voting
Power
3,310,908 shares
Refer to Item 4 below.
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7 Sole Dispositive
Power
0 shares
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8 Shared
Dispositive Power
3,310,908 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,310,908 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.52%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
CO, HC
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1
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Names of Reporting Persons.
Robin Crispin William Odey (“Crispin Odey”)
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2
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) [ ]
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(b) [ ]
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3
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SEC Use Only
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4
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Citizenship or Place of Organization.
England
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Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
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5 Sole Voting
Power
0 shares
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6 Shared Voting
Power
3,310,908 shares
Refer to Item 4 below.
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7 Sole Dispositive
Power
0 shares
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8 Shared
Dispositive Power
3,310,908 shares
Refer to Item 4 below.
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,310,908 shares
Refer to Item 4 below.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]
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11
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Percent of Class Represented by Amount in Row (9)
6.52%
Refer to Item 4 below.
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12
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Type of Reporting Person (See Instructions)
IN, HC
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SCHEDULE 13G
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Item 1
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(a)
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Name of Issuer
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Cadiz Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
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550 South Hope Street, Suite 2850, Los Angeles, CA 90071
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Item 2
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(a)
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Name of Person Filing
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Odey Asset Management LLP
Odey Asset Management Group Ltd
Odey Holdings Ltd
Crispin Odey
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(b)
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Address of Principal Business Office or, if none, Residence
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Odey Asset Management LLP
Odey Asset Management Group LtdOdey Holdings Ltd
Crispin Odey
c/o Odey Asset Management Group Ltd
18 Upper Brook Street
London, United Kingdom W1K 2ND
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(c)
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Citizenship
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Odey Asset Management LLP – England
Odey Asset Management Group Ltd – EnglandOdey Holdings Ltd – England
Crispin Odey – England
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(d)
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Title of Class of Securities
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Common Stock, par value $0.01 per share
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(e)
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CUSIP Number
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127537207
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19) of the Act;
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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[x]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[x]
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
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Item 4
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Ownership
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Shares reported herein for Odey Asset Management LLP (“OAM LLP”) represent shares held for the benefit of investment advisory clients of OAM LLP. Odey Asset Management Group Ltd
(“OAM Ltd”) is the managing member of OAM LLP, Odey Holdings Ltd (“Odey Holdings”) is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings. For all purposes other than the filing of this Schedule 13G, each
of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
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Item 4(a)
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Amount Beneficially Owned
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Odey Asset Management LLP – 3,310,908 shares
Odey Asset Management Group Ltd – 3,310,908 sharesOdey Holdings Ltd – 3,310,908 shares
Crispin Odey – 3,310,908 shares
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Item 4(b)
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Percent of Class
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Odey Asset Management LLP – 6.52%
Odey Asset Management Group Ltd – 6.52%Odey Holdings Ltd – 6.52%
Crispin Odey – 6.52%
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Item 4(c)
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Number of shares as to which each such person has voting and dispositive power:
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(i)
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sole power to vote or to direct the vote
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Odey Asset Management LLP – 0 shares
Odey Asset Management Group Ltd – 0 sharesOdey Holdings Ltd – 0 shares
Crispin Odey – 0 shares
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(ii)
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shared power to vote or to direct the vote
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Odey Asset Management LLP – 3,310,908 shares
Odey Asset Management Group Ltd – 3,310,908 sharesOdey Holdings Ltd – 3,310,908 shares
Crispin Odey – 3,310,908 shares
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(iii)
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sole power to dispose or to direct the disposition of
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Odey Asset Management LLP – 0 shares
Odey Asset Management Group Ltd – 0 sharesOdey Holdings Ltd – 0 shares
Crispin Odey – 0 shares
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(iv)
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shared power to dispose or to direct the disposition of
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Odey Asset Management LLP – 3,310,908 shares
Odey Asset Management Group Ltd – 3,310,908 sharesOdey Holdings Ltd – 3,310,908 shares
Crispin Odey – 3,310,908 shares
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to reflect 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 [ ].
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Dividends received from, and proceeds from the sale of, the shares reported herein, if any, are allocated by Odey Asset Management LLP to the applicable accounts of its clients
and are distributed or retained in accordance with its investment advisory agreements with those clients.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of
business and 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, other than activities solely in connection with a nomination under §240.14a-11.
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Exhibits
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Exhibit
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99.1
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Joint Filing Agreement by and among the Reporting Persons.
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99.2
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Power of Attorney, dated as of July 4, 2022.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 5, 2022
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ODEY ASSET MANAGEMENT LLP
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By: /s/ Rupert Brown
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Rupert Brown, Chief Compliance Officerr
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ODEY ASSET MANAGEMENT GROUP LTD
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By: /s/ Rupert Brown
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Rupert Brown, Chief Compliance Officerr
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Odey Holdings Ltd
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By: /s/ Rupert Brown
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Rupert Brown, Chief Compliance Officerr
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ROBIN CRISPIN WILLIAM ODEY
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| /s/ Rupert Brown | |
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Rupert Brown, as attorney-in-fact for Robin Crispin William Odey*
*The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13G on Mr. Odey’s behalf is filed as Exhibit 99.2.
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