Edgar Filing: CADIZ INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LC CAPITAL MASTER FUND LTD

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2007

3. Issuer Name and Ticker or Trading Symbol
CADIZ INC [CDZI]

(Last)

(First)

(Middle)

C/O LAMPE, CONWAY & CO., LLC,Â 680 FIFTH AVENUE ? 12TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10019-5429

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	144,300	D ⁽¹⁾ ⁽⁵⁾	Â
Common Stock, par value $0.01 per share	312,852	D ⁽²⁾ ⁽⁵⁾	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Term Loan ? Tranche A	Â ⁽³⁾	06/30/2011	Common Stock, par value $0.01 per share	$ 9,854,355.34	$ 18.15	D ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾	Â
Convertible Term Loan ? Tranche B	Â ⁽³⁾	06/30/2011	Common Stock, par value $0.01 per share	$ 25,990,862.22	$ 23.1	D ⁽²⁾ ⁽⁴⁾ ⁽⁵⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LC CAPITAL MASTER FUND LTD C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
LC CAPITAL PARTNERS LP C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
LC Capital Advisors LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
LAMPE, CONWAY & CO. LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
LC Capital International LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
LAMPE STEVEN C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â
CONWAY RICHARD F C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE ? 12TH FLOOR NEW YORK,Â NYÂ 10019-5429	Â	Â X	Â	Â

Signatures

/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date
/s/ Steven G. Lampe		05/01/2008
^**Signature of Reporting Person		Date
/s/ Richard F. Conway		05/01/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	These securities are held directly by Steven G. Lampe ("Lampe").
(2)	These securities are held directly by LC Capital Master Fund, Ltd. ("Master Fund").
(3)	The Convertible Term Loan, which is comprised of Tranche A and Tranche B, provides Master Fund, as lender thereunder, the right, at the election of Master Fund, at any time from time to time, to convert the accreted principal amount of the Term Loan into Common Stock.
(4)	These securities also may be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors LLC ("Advisors"), Lampe, Conway & Co., LLC ("LC&C"), LC Capital International LLC ("International"), Lampe and Richard F. Conway ("Conway") by virtue of the following relationships: (i) Partners' beneficially owns one-third of the outstanding shares of the Master Fund; (ii) Advisors is the sole general partner of Partners; (iii) LC&C acts as investment manager to Partners and the Master Fund pursuant to certain investment management agreements, and as a result of such agreements, LC&C shares voting and dispositive power over the shares of Common Stock; (iv) International acts as investment advisor to the Master Fund pursuant to an investment advisory agreement and, as a result, International shares voting and dispositive power over the shares of Common Stock; and (v) Lampe and Conway act as the sole managing members of each of Advisors, LC&C and International.
(5)	Each reporting person disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any such reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.