0001854939-24-000004.txt : 20240418 0001854939-24-000004.hdr.sgml : 20240418 20240418203357 ACCESSION NUMBER: 0001854939-24-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240416 FILED AS OF DATE: 20240418 DATE AS OF CHANGE: 20240418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kennedy Susan P CENTRAL INDEX KEY: 0001854939 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40579 FILM NUMBER: 24855382 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CADIZ INC CENTRAL INDEX KEY: 0000727273 STANDARD INDUSTRIAL CLASSIFICATION: WATER SUPPLY [4941] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 770313235 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-271-1600 MAIL ADDRESS: STREET 1: 550 SOUTH HOPE STREET STREET 2: SUITE 2850 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: CADIZ LAND CO INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC AGRICULTURAL HOLDINGS INC DATE OF NAME CHANGE: 19920602 FORMER COMPANY: FORMER CONFORMED NAME: ARIDTECH INC DATE OF NAME CHANGE: 19880523 4 1 primary_doc.xml PRIMARY DOCUMENT X0508 4 2024-04-16 0 0000727273 CADIZ INC CDZI 0001854939 Kennedy Susan P 550 SOUTH HOPE STREET SUITE 2850 LOS ANGELES CA 90071 1 1 0 0 CEO 0 Common Stock 2024-04-16 4 A 0 700000 0 A 941921 D Restricted Stock Units 2024-04-16 4 A 0 600000 0 A Common Stock 600000 600000 D Performance Rights 2024-04-16 4 A 0 300000 0 A Common Stock 300000 300000 D Performance Rights 2024-04-16 4 D 0 450000 0 D Common Stock 450000 0 D Represents the shares of common stock Cadiz Inc. (the "Company") underlying a like number of restricted stock units ("RSUs") granted to the Reporting Person on April 16, 2024. These restricted stock units shall vest ratably (a) in four equal quarterly installments of 75,000 each on the final day of every quarter of the Company's 2024 fiscal year (provided, however, that the first such installment which would otherwise vest on March 31, 2024 shall vest instead as of April 16, 2024) and (b) in eight equal quarterly installments of 50,000 each on the final day of every quarter of the Company's 2025 and 2026 fiscal years, subject in all cases to the Reporting Person's continuing employment as of each such vesting date. The Reporting Person disclaims beneficial ownership of 625,000 of these securities until such time, and to the extent, that ownership of the securities has vested. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock. The 600,000 RSUs will vest as a performance goal-based milestone award once the following events have occurred: (a) 50,000 RSUs upon the completion of the California Environmental Quality Act("CEQA") review for the construction and conveyance of water through the Northern Pipeline; (b) 100,000 RSUs upon the closing of project financing necessary for the construction of the Northern Pipeline; (c) 75,000 RSUs upon the issuance of a Federal Land Policy and Management Act right of way permit authorizing the conveyance of water across Federal lands through the Northern Pipeline; (d) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 acre-feet per year ("AFY") of annual water supply to be delivered via the Northern Pipeline; Footnote 4 cont'd: (e) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 12,500 AFY of annual water supply to be delivered via the Southern Pipeline; (f) 50,000 RSUs upon the execution by public water systems of binding agreements for the purchase from the Company of not less than an aggregate of 25,000 AFY of annual water supply to be delivered via the Southern Pipeline; (g) 75,000 RSUs upon the execution by public water systems of binding agreements for the storage of not less than25,000 acre-feet of imported water at the Cadiz Property; (h) 100,000 RSUs upon the completion of the CEQA/National Environmental Policy Act review for the storage of imported water at the Cadiz Property; and (i) 50,000 RSUs for first delivery by the Company of water under binding agreements with public water systems for the conveyance of water through the Northern Pipeline. Each performance right represents a contingent right to receive one share of Cadiz Inc. common stock. The 300,000 performance rights vest upon the Company's common stock achieving a price hurdle of $15 per share, subject to the Reporting Person's continuing employment as of such vesting date. Each previously reported performance right represented a contingent right to receive one share of Cadiz Inc. common stock, which right was cancelled upon the Reporting Person entering into an amended and restated employment agreement with the Issuer. All RSUs and performance rights described herein, other than the initial 75,000 RSUs vested on 4/16/2024, are subject to increasing the number of shares authorized for issuance under the Cadiz Inc. 2019 Equity Incentive Plan, as amended, under a proposal to be approved at the Cadiz Inc. 2024 Annual Meeting of Stockholders. Susan P. Kennedy 2024-04-18