Amended Statement of Changes in Beneficial Ownership (4/a)
26 Junio 2023 - 5:52PM
Edgar (US Regulatory)
FORM 4
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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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3235-0287
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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
*
Kennedy Susan P |
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
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
550 SOUTH HOPE STREET, SUITE 2850 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2022 |
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(Street)
LOS ANGELES, CA 90071 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
12/14/2022 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 12/14/2022 | | P | | 20000 | A | $2.5 | 95950 (1) | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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 |
| Performance Rights (2) | (3) | | | | | | | (3) | 2/4/2027 | Common Stock | 450000 | | 450000 (4) | D | |
| Explanation of Responses: |
| (1) | On December 14, 2022, the Reporting Person mistakenly filed a Form 4 reporting a purchase of 15,512 shares of common stock. The actual number of shares purchased was 20,000. This amendment is being filed in order to correct the number of shares purchased and the amount of shares beneficially owned by the Reporting Person following such purchase. |
| (2) | Previously reported. |
| (3) | Each performance right represents a contingent right to receive one share of the Issuer's common stock. 200,000 of the performance rights vest upon the Issuer's common stock achieving a market price of $7 per share; 150,000 vest upon the Issuer's common stock achieving a market price of $9 per share; 50,000 vest upon the Issuer's common stock achieving a market price of $11 per share, and 50,000 vest upon the Issuer's common stock achieving a market price of $13 per share. Performance rights are payable in the form of either cash or common stock registered under a stockholder approved equity incentive plan under which a sufficient number of shares of common stock then remains available for issuance. |
| (4) | The Reporting Person disclaims beneficial ownership of these securities until such time, and to the extent, that ownership of these securities has vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Kennedy Susan P
550 SOUTH HOPE STREET
SUITE 2850
LOS ANGELES, CA 90071 | X |
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Signatures
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| Susan P. Kennedy | | 6/26/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | 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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| 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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