UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.1 – Exit Filing)*
(Amendment No.1 – Exit Filing)*
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Cadiz Inc.
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(Name of Issuer)
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Common Stock, par value $.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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December 31, 2021
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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:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
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| ____________________ |
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
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* 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 disclosures provided in a prior cover page.
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The information required on 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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CUSIP No. 127537207
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13G
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Page 1 of 11
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1
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NAME OF REPORTING PERSON
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LC Capital Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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|||
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||||
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3
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SEC USE ONLY
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||||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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||||
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
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0
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|||
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||||
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6
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SHARED VOTING POWER
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922,357
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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||||
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8
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SHARED DISPOSITIVE POWER
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922,357
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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922,357
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.82%1
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12
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TYPE OF REPORTING PERSON
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CO
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1 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock, par value $0.01, of the Issuer (the “Common Stock”).
The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2022.
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CUSIP No. 127537207
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13G
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Page 2 of 11
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1
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NAME OF REPORTING PERSON
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LC Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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||||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
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||||
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
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0
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|||
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||||
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6
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SHARED VOTING POWER
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922,357
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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922,357
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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922,357
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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|||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.82%2
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||||
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12
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TYPE OF REPORTING PERSON
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PN
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2 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on
50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
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CUSIP No. 127537207
|
13G
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Page 3 of 11
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1
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NAME OF REPORTING PERSON
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LC Capital Advisors, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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|||
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||||
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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
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Delaware
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||||
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||||
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NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
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0
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|||
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||||
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6
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SHARED VOTING POWER
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922,357
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|||
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||||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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922,357
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|||
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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922,357
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|||
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||||
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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||||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.82%3
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||||
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12
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TYPE OF REPORTING PERSON
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OO
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|||
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||||
3 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of
March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
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CUSIP No. 127537207
|
13G
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Page 4 of 11
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1
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NAME OF REPORTING PERSON
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LC Capital Offshore Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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|||
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||||
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3
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SEC USE ONLY
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||||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
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0
|
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|||
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||||
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6
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SHARED VOTING POWER
|
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||
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922,357
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|
|||
|
|
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||||
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7
|
SOLE DISPOSITIVE POWER
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0
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|||
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||||
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8
|
SHARED DISPOSITIVE POWER
|
|
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||
|
922,357
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|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
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||||
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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1.82%4
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|||
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||||
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12
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TYPE OF REPORTING PERSON
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|
CO
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|||
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||||
4 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of
March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
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CUSIP No. 127537207
|
13G
|
Page 5 of 11
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1
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NAME OF REPORTING PERSON
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Lampe, Conway & Co., LLC
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
|
(b)
|
☒
|
|||
|
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||||
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3
|
SEC USE ONLY
|
|
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||
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|
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||||
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|
||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
|
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
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7
|
SOLE DISPOSITIVE POWER
|
|
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||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
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1.82%5
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|||
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||||
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12
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TYPE OF REPORTING PERSON
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IA, OO
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|||
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||||
5 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of
March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
|
CUSIP No. 127537207
|
13G
|
Page 6 of 11
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1
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NAME OF REPORTING PERSON
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Steven G. Lampe
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
|
(b)
|
☒
|
|||
|
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|
||||
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3
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SEC USE ONLY
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||||
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
|
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|||
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||||
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|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
98,796
|
|
|
|||
|
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|
||||
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6
|
SHARED VOTING POWER
|
|
|
||
|
922,357
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|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
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||
|
98,796
|
|
|
|||
|
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|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
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1,021,153
|
|
|
|||
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||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
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||||
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||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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||
|
2.01%6
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|||
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||||
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12
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TYPE OF REPORTING PERSON
|
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IN
|
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|||
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||||
6 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. Steven G. Lampe holds 98,796 shares of Common Stock directly. The percentage
set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
|
CUSIP No. 127537207
|
13G
|
Page 7 of 11
|
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1
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NAME OF REPORTING PERSON
|
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||
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Richard F. Conway
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|||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
|
(b)
|
☒
|
|||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
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|
||||
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||||
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4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
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|
United States of America
|
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|||
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|
||||
|
|
|
||||
|
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
922,357
|
|
|
|||
|
|
|
||||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.82%7
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
7 LC Capital Master Fund, Ltd. holds 922,357 shares of Common Stock. The percentage set forth in row (11) is based on 50,752,203 shares of Common Stock outstanding as of
March 24, 2022, as reported in the Issuer’s Form 10-K filed with the Commission on March 29, 2022.
|
CUSIP No. 127537207
|
13G
|
Page 8 of 11
|
This Amendment No. 1 to Schedule 13G (this “Amendment”) is being filed by the Reporting Persons to amend the Schedule 13G filed on March 9, 2020. This Amendment
constitutes an exit filing with respect to all Reporting Persons.
|
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, California 90071
|
|
| Item 2(a). | Name of Person Filing: |
|
LC Capital Master Fund, Ltd.
LC Capital Partners, LP
LC Capital Advisors, LLC
LC Capital Offshore Fund, Ltd.
Lampe, Conway & Co., LLC
Steven G. Lampe
Richard F. Conway (collectively, the “Reporting Persons”)
|
|
| Item 2(b). | Address of Principal Business Office, or, if None, Residence: |
|
c/o Lampe, Conway & Co. LLC
680 Fifth Avenue
12th Floor
New York, NY 10019 |
|
| Item 2(c). | Citizenship: |
|
LC Capital Master Fund, Ltd. – Cayman Islands company
LC Capital Partners, LP – Delaware limited partnership
LC Capital Advisors, LLC – Delaware limited liability company
LC Capital Offshore Fund, Ltd. – Cayman Islands company
Lampe, Conway & Co., LLC – Delaware limited liability company
Steven G. Lampe – United States citizen
Richard F. Conway – United States citizen
|
|
| 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 Sections 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | ||
| (a) | ☐ |
Broker or dealer registered under Section 15 of the Act; | |
|
CUSIP No. 127537207
|
13G
|
Page 9 of 11
|
| Item 3. | If this Statement is Filed Pursuant to Sections 240.13d-1(b) or 240.13d-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); | |
| (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 pages for the Reporting Persons and is incorporated herein by reference.
This Amendment constitutes an exit filing with respect to all Reporting Persons.
|
|||
| 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: ☒ | |||
|
CUSIP No. 127537207
|
13G
|
Page 10 of 11
|
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
| Not applicable. |
|
| 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. | |
| Item 10. | Certification: |
|
By signing below the Reporting Persons certify that, to the best of their 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.
|
|
CUSIP No. 127537207
|
13G
|
Page 11 of 11
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 12, 2022
| LC Capital Master Fund, Ltd. | LC Capital Partners, L.P. | |||
| By: |
/s/ Richard F. Conway
|
By: |
/s/ Richard F. Conway
|
|
|
Richard F. Conway, Director
|
Richard F. Conway, Partner
|
|||
| LC Capital Advisors, LLC | LC Capital Offshore Fund, Ltd. | |||
| By: |
/s/ Richard F. Conway
|
By: |
/s/ Richard F. Conway
|
|
|
Richard F. Conway,
Managing Member
|
Richard F. Conway,
Director
|
|||
| Lampe, Conway & Co., LLC | ||||
|
/s/ Steven G. Lampe
|
By: |
/s/ Richard F. Conway
|
||
|
Steven G. Lampe
|
Richard F. Conway,
Managing Member
|
|||
| |
||||
|
/s/ Richard F. Conway
|
|
|
||
|
Richard F. Conway
|
|
|||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).