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)
LAMPE, CONWAY & CO. LLC, 680 FIFTH AVENUE, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015
(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
7% Convertible Senior Notes due 2018 (1) $ 8.05 03/11/2015   S     100,000 (2)   (5) 03/05/2018 Common Stock 14,298.07 (6) (5) 3,807,021.86 (6) D (7) (8) (9)  
7% Convertible Senior Notes due 2018 (1) $ 8.05 03/12/2015   S     125,000 (3)   (5) 03/05/2018 Common Stock 17,872.58 (6) (5) 3,789,149.19 (6) D (7) (8) (9)  
7% Convertible Senior Notes due 2018 (1) $ 8.05 03/16/2015   S     21,000 (4)   (5) 03/05/2018 Common Stock 3,002.59 (6) (5) 3,786,146.58 (6) D (7) (8) (9)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LC CAPITAL MASTER FUND LTD
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429
  X   X   Director by Deputization
LAMPE STEVEN
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429
  X   X   Director by Deputization
CONWAY RICHARD F
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 PARTNERS LP
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429
  X   X   Director by Deputization
LC Capital Advisors LLC
LAMPE, CONWAY & CO. LLC
680 FIFTH AVENUE, 12TH FLOOR
NEW YORK, NY 10019-5429
  X   X   Director by Deputization
LC Capital Offshore Fund Ltd
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.   03/23/2015
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Partner, for LC Capital Partners, L.P.   03/23/2015
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Managing Member, for LC Capital Advisors, L.L.C.   03/23/2015
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Managing Member, for Lampe, Conway & Co., LLC   03/23/2015
**Signature of Reporting Person Date

 /s/ Richard F. Conway, Director, for LC Capital Offshore Fund, Ltd.   03/23/2015
**Signature of Reporting Person Date

 /s/ Richard F. Conway   03/23/2015
**Signature of Reporting Person Date

 /s/ Steven G. Lampe   03/23/2015
**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) 7.00% Convertible Notes Due 2018 ("CDZI 7 3/15/18" or "Notes"), issued pursuant to the terms of an Exchange Agreement dated 3/5/2013 ("Exchange Agreement"), and an Indenture ("Indenture"), dated 3/5/2013, between the Issuer and The Bank of New York Mellon Trust Company, N.A. as trustee.
(2) Open market sale of $100,000 original principal amount of CDZI 7 3/5/18 (100 bonds) at a price of $1,284.60 per bond along with 1.151 factor.
(3) Open market sale of $125,000 original principal amount of CDZI 7 3/5/18 (125 bonds) at a price of $1,285.70 per bond along with 1.151 factor.
(4) Open market sale of $21,000 original principal amount of CDZI 7 3/5/18 (21 bonds) at a price of $1,285.70 per bond along with 1.151 factor.
(5) Subject to adjustment and certain limitations on issuance contained in the Exchange Agreement and Indenture, including a beneficial ownership limitation of 9.99%, the Reporting Person has the right to convert all or any portion of the accreted principal amount of the Notes at any time at the conversion rate equivalent to 124.223 shares of Issuer's common stock per $1,000 of then accreted principal amount ("Accreted Principal Amount") of the Notes on the conversion date. The terms of the Indenture and the Notes provide that the Notes are convertible into shares of Issuer's common stock at the conversion price indicated in column 2 of Table II.
(6) The original principal amount of the Notes accretes at a rate equal to 7.00% per annum (compounded quarterly) from March 5, 2013 through March 5, 2018. The Accreted Principal Amount on each March 5, June 5, September 5 and December 5 reflects the additional principal amount that has accrued as of such date since the immediately preceding date at the accretion rate of 7.00% per annum. As of March 5, 2015, the Accreted Principal Amount equaled $1,151 per $1,000 original principal amount. Such total does not give effect to any Accreted Principal Amount from March 5, 2015 to the date of the transactions reported herein. The calculations in columns 7 and 9 are based on conversion rate of the Notes multiplied by the product of the Accreted Principal Amount and the number of bonds for each transaction.
(7) These securities (the "Securities") are owned by LC Capital Master Fund, Ltd., which is the Reporting Person.
(8) The Securities may also be deemed to be beneficially owned by LC Capital Partners, LP ("Partners"), LC Capital Advisors, L.L.C. ("Advisors"), Lampe, Conway & Co. LLC ("LC&C"), LC Capital Offshore Fund, Ltd. ("Offshore"), Steven G Lampe and Richard F. Conway by virtue of the following: (i) Partners and Offshore beneficially own 100% of the outstanding shares of Master Fund, (ii) Advisors in the sole general partner of Partners, (iii) LC&C is investment manager to Partners, Offshore and Master Fund pursuant to certain investment management agreements and shares voting and dispositive power over the Securities, and (iv) Messrs. Lampe and Conway are the sole managing members of each of Advisors and LC&C.
(9) 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 the Securities for purposes of Section 16 for any other purpose.

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