|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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 |
|
| |||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 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 | ||||||||
| Convertible Term Loan, Tranche A-2 | $ 35 | 10/19/2010 | H | $ 7,233,367 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | 206,667 | (2) | 0 | D (3) (4) (5) (6) | ||||
| Convertible Term Loan, Tranche A-2a | $ 35 | 10/19/2010 | P | $ 3,616,683 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | (7) | (2) | $ 3,616,683 | D (3) (4) (5) (6) | ||||
| Convertible Term Loan, Tranche B | $ 35 | 10/19/2010 | H | $ 29,878,570 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | 853,673 | (2) | 0 | D (3) (4) (5) (6) | ||||
| Convertible Term Loan, Tranche B-1 | $ 13.5 | 10/19/2010 | P | $ 2,250,000 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | (7) | (2) | $ 2,250,000 | D (3) (4) (5) (6) | ||||
| Convertible Term Loan, Tranche B-3a | $ 35 | 10/19/2010 | P | $ 13,814,285 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | (7) | (2) | $ 13,814,285 | D (3) (4) (5) (6) | ||||
| Convertible Term Loan, Tranche C-1 | $ 13.5 | 10/19/2010 | P | $ 4,500,000 | (1) | 06/26/2013 | Common Stock, par value $0.01 per share | (7) | (2) | $ 4,500,000 | D (3) (4) (5) (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LC CAPITAL MASTER FUND LTD C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC CAPITAL PARTNERS LP C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC Capital Advisors LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LAMPE, CONWAY & CO. LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LC Capital International LLC C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| LAMPE STEVEN C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| CONWAY RICHARD F C/O LAMPE, CONWAY & CO., LLC 680 FIFTH AVENUE, 12TH FLOOR NEW YORK, NY 10019-5429 |
X | X | Director by Deputization | |
| /s/ Richard F. Conway, Director, for LC Capital Master Fund Ltd. | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Partner, for LC Capital Partners LP | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Managing Member, for LC Capital Advisors LLC | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway, Managing Member, for LC Capital International LLC | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Steven G. Lampe | 10/21/2010 | |
| **Signature of Reporting Person | Date | |
| /s/ Richard F. Conway | 10/21/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The Credit Agreement, by and among Cadiz, Inc., Cadiz Real Estate LLC (collectively, the "Borrower"), the lenders from time to time party thereto, and LC Capital Master Fund, Ltd., ("Master Fund"), dated as of June 26, 2006 (as amended, the "Convertible Term Loan"), which was comprised of Tranches A-1, A-2 and B and is now comprised of Tranches A-1, A-2a, A-2b,B-1, B-3a, B-3b and C-1 (and solely at the election of the Borrower, Tranches B-2 and C-2), now provides Master Fund the right, at the election of Master Fund, at any time from time to time, to convert the initial principal amount of Tranche A-1 and the accreted principal amount, of Tranches A-2a, B-1 and B-3a into Common Stock. |
| (2) | These transactions involved the amendment of an outstanding Convertible Term Loan, which has been modified such that it no longer includes Tranche A-2 and Tranche B which have been replaced with Tranches A-2a, A-2b, B-1, B-3a and B-3b. Solely at the election of the Borrower, Tranches B-2 and C-2 may be established. The amendment is reported above as the cancellation of the "old" Tranches A-2 and B and the acquisition of the "new" Tranches A-2a, A-2b, B-1, B-3a, B-3b and C-1. |
| (3) | These securities are owned by Master Fund, which is a Reporting Person. |
| (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"), Steven G. Lampe ("Mr. Lampe") and Richard F. Conway ("Mr. 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 reported securities; (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 reported securities; (continued in footnote 5) |
| (5) | (continued from footnote 4) and (v) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and International. |
| (6) | Each reporting person disclaims beneficial ownership of the securities reported on this Form 4 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. |
| (7) | The convertible feature would allow the principal and all accreted and accreting interest of the applicable Term Loan Tranche to be converted into shares of Common Stock at the conversion price indicated in column 2 of Table II above. |
| Remarks: Mr. Stephen E. Courter serves as the representative of LC&C and its affiliates on the Cadiz Inc. Board of Directors as Director by Deputization. The Board of Cadiz, Inc. approved the October 19, 2010 amendment to the Convertible Term Loan prior to its execution. | |