SC 13G 1 y23044sc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- SCHEDULE 13G (RULE 13D-102) 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) (AMENDMENT NO. __)* Cadiz Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 127537207 ------------------------------------------------------ (CUSIP Number) June 29, 2006 ------------------------------------------------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) Page 1 of 5 ---------------------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13G CUSIP NO. 127537207 PAGE 2 OF 5 PAGES -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lloyd I. Miller, III ###-##-#### -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 477,398 NUMBER OF ------------------------------------------------ SHARES 6 SHARED VOTING POWER BENEFICIALLY 142,176 OWNED BY ------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING 477,398 PERSON ------------------------------------------------ WITH 8 SHARED DISPOSITIVE POWER 142,176 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 619,574 (The beneficially owned securities reported herein include (i) 55,096 shares of common stock immediately convertible under a $1,000,000 Convertible Note, at a conversion rate of $18.15 and (ii) 114,177 shares of common stock immediately convertible under a $2,637,500 Convertible Note, at a conversion rate of $23.10.) -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON ----------------------------------------------------------------------- IN-IA-OO** -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ** See Item 4. Page 3 of 5 Item 1(a). Name of Issuer: Cadiz Inc. Item 1(b). Address of Issuers's Principal Executive Offices: 777 South Figueroa Street Suite 4250 Los Angeles, CA 90017 Item 2(a). Name of Person Filing: Lloyd I. Miller, III Item 2(b). Address of Principal Business Office or, if None, Residence: 4550 Gordon Drive, Naples, Florida 34102 Item 2(c). Citizenship: U.S.A. Item 2(d). Title of Class of Securities: Common Stock Item 2(e). CUSIP Number: 127537207 Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A: Not Applicable, this statement is filed pursuant to 13d-1(c) Item 4. OWNERSHIP: The reporting person has sole voting and dispositive power with respect to 477,398 of the reported securities as (i) the manager of a limited liability company that is the general partner of certain limited partnerships, (ii) a trustee to a certain grantor retained annuity trust and (iii) as an individual. The reporting person has shared voting and dispositive power with respect to 142,176 of the reported securities as (i) an investment advisor to the trustee of certain family trusts and (ii) the investment advisor to a certain custodial account. a) 619,574 b) 5.4% c) (i) sole voting power: 477,398 (ii) shared voting power: 142,176 (iii) sole dispositive power: 477,398 (iv) shared dispositive power: 142,176 Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not Applicable Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Other than shares held directly by Lloyd I. Miller, III, persons other than Lloyd I. Miller, III have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the reported securities. Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: Not Applicable Page 4 of 5 Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Not Applicable Item 9. NOTICE OF DISSOLUTION OF GROUP: Not Applicable Item 10. CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are 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. Page 5 of 5 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. Dated: July 7, 2006 /s/ Lloyd I. Miller, III ----------------------------- Lloyd I. Miller, III