Schedule 13G/A

Filed by: NOKOMIS CAPITAL, L.L.C.
Total Shares: 1,897,382
Subject Company: Cadiz Inc. - View Complete Ownership History Backtest
Filed as of Date: 08/01/2014
Event Date: 07/31/2014
Overall % Ownership: 10.5
Theoretical performance if you bought this security on the day the filing was released.
Perf 1d Perf 5d Perf 1m Perf 6m Perf 1y Max Gain # Days to Max Gain Max Loss # Days to Max Loss
0.2191 1.3143 27.3823 9.31 -8.8719 45.7831 16 -23.6583 196

Reporting Persons

Name Sole
Voting Power
Shared
Voting Power
Sole
Dispositive Power
Shared
Dispositive Power
Aggregate
Amount Owned
Percent
of class
Nokomis Capital, LLC 0 1,897,382 0 1,897,382 1,897,382 10.5%
Brett Hendrickson 0 1,897,382 0 1,897,382 1,897,382 10.5%
View Original Filing on Edgar's

Raw Filing Contents

0001193125-14-290523.txt : 20140801
0001193125-14-290523.hdr.sgml : 20140801
20140801060759
ACCESSION NUMBER:		0001193125-14-290523
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20140801
DATE AS OF CHANGE:		20140801
GROUP MEMBERS:		BRETT HENDRICKSON

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CADIZ INC
		CENTRAL INDEX KEY:			0000727273
		STANDARD INDUSTRIAL CLASSIFICATION:	WATER SUPPLY [4941]
		IRS NUMBER:				770313235
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-35468
		FILM NUMBER:		141007917

	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

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Nokomis Capital, L.L.C.
		CENTRAL INDEX KEY:			0001541055
		IRS NUMBER:				261322387
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2305 CEDAR SPRINGS ROAD
		STREET 2:		SUITE 420
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		972.590.4100

	MAIL ADDRESS:	
		STREET 1:		2305 CEDAR SPRINGS ROAD
		STREET 2:		SUITE 420
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
SC 13G/A 1 d761864dsc13ga.htm FORM SC 13G/A Form SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 13G/A

(Rule 13d-102)

(Amendment No. 1)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

 

Cadiz Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

127537207

(CUSIP Number)

July 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

 

 


CUSIP No. 127537207   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Nokomis Capital, L.L.C.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Texas

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,897,382

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,897,382

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,897,382

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.5% **

12  

TYPE OF REPORTING PERSON*

 

IA, OO

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

 

2


CUSIP No. 127537207   13G/A  

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Brett Hendrickson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

U.S. Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,897,382

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,897,382

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,897,382

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*  ¨

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

10.5% **

12  

TYPE OF REPORTING PERSON*

 

HC, IN

* SEE INSTRUCTIONS BEFORE FILLING OUT
** SEE ITEM 4(b).

 

 

3


SCHEDULE 13G/A

This Amendment No. 1 (this “Amendment”) to Schedule 13G (the “Schedule 13G”) is being filed on behalf of Nokomis Capital, L.L.C., a Texas limited liability company (“Nokomis Capital”), and Mr. Brett Hendrickson, the principal of Nokomis Capital, relating to Common Stock, par value $0.01 per share (the “Common Stock”), of Cadiz Inc., a Delaware corporation (the “Issuer”).

This Amendment relates to Common Stock of the Issuer purchased by Nokomis Capital through the accounts of certain private funds and managed accounts (collectively, the “Nokomis Accounts”). Nokomis Capital serves as the investment adviser to the Nokomis Accounts and may direct the vote and dispose of the 1,897,382 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,897,382 shares of Common Stock held by the Nokomis Accounts.

This Amendment amends and restates the Schedule 13G as set forth below.

 

Item 1(a) Name of Issuer.

Cadiz Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices.

550 South Hope Street, Suite 2850

Los Angeles, California 90071

 

Item 2(a) Name of Person Filing.

Nokomis Capital, L.L.C. (“Nokomis Capital”) and Mr. Brett Hendrickson.

 

Item 2(b) Address of Principal Business Office, or, if none, Residence.

2305 Cedar Springs Rd., Suite 420

Dallas, TX 75201

 

Item 2(c) Citizenship or Place of Organization.

Nokomis Capital is a limited liability company organized under the laws of the State of Texas. Mr. Hendrickson is the principal of Nokomis Capital and is a United States citizen.

 

4


Item 2(d) Title of Class of Securities.

Common Stock, par value $0.01 per share (the “Common Stock”).

 

Item 2(e) CUSIP Number.

127537207

 

Item 3 Reporting Person.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

  (a)    ¨    Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  (b)    ¨    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  (c)    ¨    Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  (d)    ¨    Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  (e)    x    An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
  (f)    ¨    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
  (g)    x    A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
  (h)    ¨    A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
  (i)    ¨    A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
  (j)    ¨    Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4 Ownership.

 

  (a) Nokomis Capital and Mr. Hendrickson are the beneficial owners of 1,897,382 shares of Common Stock. This amount consists of 1,897,382 shares of Common Stock receivable upon conversion of presently convertible notes.

 

5


  (b) Nokomis Capital and Mr. Hendrickson are the beneficial owners of 10.5% of the outstanding Common Shares. This percentage is determined by dividing 1,897,382 by the sum of (i) 16,172,239, the number of shares of Common Stock issued and outstanding as of May 5, 2014, as reported in the Issuer’s Form 10-Q filed on May 8, 2014 and (ii) 1,897,382, the number of shares of Common Stock receivable by upon conversion of presently convertible notes held by the Nokomis Accounts.

 

  (c) Nokomis Capital, as the investment adviser to the Nokomis Accounts, may direct the vote and dispose of the 1,897,382 shares of Common Stock held by the Nokomis Accounts. As the principal of Nokomis Capital, Mr. Hendrickson may direct the vote and disposition of the 1,897,382 shares of Common Stock held by the Nokomis Accounts.

 

Item 5 Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6 Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

Item 8 Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9 Notice of Dissolution of Group.

Inapplicable.

 

Item 10 Certification.

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and were not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

6


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 1, 2014

 

NOKOMIS CAPITAL, L.L.C.
By:  

/s/ Brett Hendrickson

  Brett Hendrickson
  Manager

/s/ Brett Hendrickson

Brett Hendrickson

 

7

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