Statement of Changes in Beneficial Ownership (4)
January 06 2017 - 6:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
SHAHEEN TIMOTHY J
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2. Issuer Name
and
Ticker or Trading Symbol
CADIZ INC
[
CDZI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CFO
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(Last)
(First)
(Middle)
550 SOUTH HOPE STREET, STE 2850
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2016
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(Street)
LOS ANGELES, CA 90071
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/10/2016
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G
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V
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5000
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D
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$0
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147500
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D
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Common Stock
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8/10/2016
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G
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V
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2000
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D
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$0
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145500
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D
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Common Stock
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1/5/2017
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S
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32000
(1)
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D
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$12.7
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113500
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
(2)
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$11.5
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1/14/2012
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1/14/2020
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Common Stock
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100000
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100000
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D
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Restricted Stock Units
(2)
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(3)
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(4)
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(4)
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Common Stock
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100000
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100000
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D
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Explanation of Responses:
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(
1)
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Pursuant to a sales plan established in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Plan"), and in accordance with that certain Lockup Agreement, dated December 1, 2016, delivered by Mr. Shaheen to B. Riley & Co. LLC, 32,000 shares of the Company's common stock (the "Shares") were sold for the account of Mr. Shaheen for the purpose of meeting Mr. Shaheen's tax obligations arising from certain equity awards granted by the Company to Mr. Shaheen. The Shares represent the full amount authorized for sale under the Plan.
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(
2)
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Previously recorded.
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(
3)
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Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock.
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(
4)
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The 100,000 RSUs will vest once construction financing necessary for the implementation of the Cadiz Valley Water Conservation, Recovery and Storage Project, as defined in the approved Final Environmental Impact Report, is secured. These RSUs were granted on July 1, 2014, and will expire on June 10, 2017, if the milestone has not been achieved by such date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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SHAHEEN TIMOTHY J
550 SOUTH HOPE STREET
STE 2850
LOS ANGELES, CA 90071
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X
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CFO
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Signatures
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Timothy J. Shaheen
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1/6/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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