Susan P. Kennedy - Apr 18, 2024 Form 4 Insider Report for CADIZ INC (CDZI)

Signature
Susan P. Kennedy
Stock symbol
CDZI
Transactions as of
Apr 18, 2024
Transactions value $
$56,250
Form type
4
Date filed
4/19/2024, 09:47 AM
Previous filing
Apr 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CDZI Common Stock Purchase $56.3K +25K +2.65% $2.25 967K Apr 18, 2024 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding CDZI Restricted Stock Units 600K Apr 18, 2024 Common Stock 600K Direct F2, F3, F4, F5, F8
holding CDZI Performance Rights 300K Apr 18, 2024 Common Stock 300K Direct F2, F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 625,000 restricted stock units ("RSUs"), each representing a contingent right to receive one share of Cadiz Inc. (the "Company") common stock to vest ratably (a) in three equal quarterly installments of 75,000 each on the final day of every quarter of the Company's 2024 fiscal year 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 these securities until such time, and to the extent, that ownership of the securities has vested.
F2 Previously reported.
F3 Each RSU represents a contingent right to receive one share of the Company's common stock.
F4 These 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;
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.
F6 Each performance right represents a contingent right to receive one share of Cadiz Inc. common stock.
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.
F8 All RSUs and performance rights described herein 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.