Form 4 for CDZI CADIZ INC
Accepted 2024-04-18 00:00:00 ET · period of report 2024-04-16 · accession 0001854939-24-000004 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-04-18 | 2024-04-16 | CDZI | Kennedy Susan P | CEO, Dir | A - Grant | $0.00 | +700.0K | 941.9K | +289% | $0 |
| DM | 2024-04-18 | 2024-04-16 | CDZI | Kennedy Susan P | CEO, Dir | A - Grant | $0.00 | +900.0K | 300.0K | New | $0 |
| D | 2024-04-18 | 2024-04-16 | CDZI | Kennedy Susan P | CEO, Dir | D - Sale to Iss | $0.00 | -450.0K | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2024-04-16 | A | A | 700,000 | $0.00 | 941,921 | D | — | — | (F9) 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. (F1) 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. (F2) 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. |
| 2 | Derivative | Restricted Stock Units | 2024-04-16 | A | A | 600,000 | $0.00 | 600,000 | D | — · — to — | 600,000 Common Stock | (F3) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Cadiz Inc. common stock. (F9) 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. (F5) 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. (F4) 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; |
| 3 | Derivative | Performance Rights | 2024-04-16 | D | D | 450,000 | $0.00 | 0 | D | — · — to — | 450,000 Common Stock | (F8) 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. |
| 4 | Derivative | Performance Rights | 2024-04-16 | A | A | 300,000 | $0.00 | 300,000 | D | — · — to — | 300,000 Common Stock | (F6) Each performance right represents a contingent right to receive one share of Cadiz Inc. common stock. (F9) 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. (F7) 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. |