Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LC CAPITAL MASTER FUND LTD
  2. Issuer Name and Ticker or Trading Symbol
CADIZ INC [CDZI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
(Last)
(First)
(Middle)
C/O LAMPE, CONWAY & CO., LLC, 680 FIFTH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
06/04/2009
(Street)

NEW YORK, NY 10019-5429
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 $ 18.15 06/04/2009   H     $ 9,854,355.34   (1) 06/30/2011 Common Stock, par value $0.01 per share $ 9,854,355.34 (2) 0 D (3) (4) (5)  
Convertible Term Loan, Tranche A-1 $ 7 06/04/2009   P   $ 4,095,000     (1) 06/30/2013 Common Stock, par value $0.01 per share 585,000 (2) 585,000 D (3) (4) (5)  
Convertible Term Loan, Tranche A-2 $ 35 06/04/2009   P   $ 6,333,103.81     (1) 06/30/2013 Common Stock, par value $0.01 per share (6) (2) $ 6,333,103.81 D (3) (4) (5)  
Convertible Term Loan, Tranche B $ 23.1 06/04/2009   H     $ 25,990,862.22   (1) 06/30/2011 Common Stock, par value $0.01 per share $ 25,990,862.22 (2) 0 D (3) (4) (5)  
Convertible Term Loan, Tranche B $ 35 06/04/2009   P   $ 27,515,484.45     (1) 06/30/2013 Common Stock, par value $0.01 per share (6) (2) $ 27,515,484.45 D (3) (4) (5)  
Common Stock Warrants (right to buy) $ 12.5             02/15/2009 11/17/2009 Common Stock, par value $0.01 per share 96,000   96,000 D  
Common Stock Warrants (right to buy) $ 12.5             02/15/2009 11/17/2009 Common Stock, par value $0.01 per share 96,000   96,000 I See Footnotes (3) (4)
Common Stock Warrants (right to buy) $ 12.5             02/15/2009 11/17/2009 Common Stock, par value $0.01 per share 96,000   96,000 D  
Common Stock Warrants (right to buy) $ 12.5             02/15/2009 11/17/2009 Common Stock, par value $0.01 per share 96,000   96,000 I See Footnotes (3) (4)

Reporting Owners

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

Signatures

 /s/ Richard F. Conway, Director, for LC Capital Master Fund Ltd.   06/09/2009
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Director, for LC Capital Partners LP   06/09/2009
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Director, for LC Capital Advisors LLC   06/09/2009
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Director, for Lampe, Conway & Co., LLC   06/09/2009
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Director, for LC Capital International LLC   06/09/2009
**Signature of Reporting Person Date

 /s/ Steven G. Lampe   06/09/2009
**Signature of Reporting Person Date

 /s/ Richard F. Conway   06/09/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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 Convertible Term Loan, which was comprised of Tranche A and Tranche B and is now comprised of Tranche A-1, Tranche A-2 and Tranche B, provided/provides Master Fund, as lender thereunder, 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 Tranche A, Tranche A-2 and Tranche B of the Term Loan into Common Stock.
(2) These transactions involved the amendment of an outstanding Convertible Term Loan, which has been retranched such that it is now comprised of Tranche A-1, Tranche A-2 and Tranche B and no longer is comprised of Tranche A and Tranche B. As part of the retranching, the conversion price has been changed for the Tranches. The amendment is reported above as the cancellation of the "old" Convertible Term Loan and the acquisition of a new one.
(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"), 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; and (v) Mr. Lampe and Mr. Conway act as the sole managing members of each of Advisors, LC&C and International.
(5) 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.
(6) The convertible feature would allow the principal and all accreted and accreting interest of the Term Loan (the Tranche A-2 and Tranche B Loans) to be converted into shares of Common Stock at a conversion price of $35 per share.
 
Remarks:
Mr. Stephen E. Courter serves as the representative of Lampe, Conway & Co., LLC ("LC&C") and its affiliates on the
Cadiz Inc. Board of Directors as Director by Deputization.

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