Sec Form 4 Filing - Kelly Scott A. @ CytoDyn Inc. - 2018-11-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Kelly Scott A.
2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc. [ CYDY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1111 MAIN STREET, SUITE 660
3. Date of Earliest Transaction (MM/DD/YY)
11/16/2018
(Street)
VANCOUVER, WA98660
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/16/2018 A 1,243,170 A 1,243,170 D
Common Stock 11/16/2018 A 691,208 A 691,208 I By Spouse
Common Stock 11/16/2018 A 23,180 A 23,180 I As Custodian for Daughter; See Footnote ( 3 )
Common Stock 11/16/2018 A 22,980 A 22,980 I As Custodian for Daughter; See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 0.61 11/16/2018 A 7,123 05/31/2017 04/10/2027 Common Stock 7,123 ( 1 ) ( 2 ) 7,123 D
Stock Options (right to buy) $ 0.57 11/16/2018 A 75,000 09/01/2018 06/01/2027 Common Stock 75,000 ( 1 ) ( 2 ) 75,000 D
Stock Options (right to buy) $ 0.56 11/16/2018 A 97,009 02/07/2018 02/07/2028 Common Stock 97,009 ( 1 ) ( 2 ) 97,009 D
Stock Options (right to buy) $ 0.49 11/16/2018 A 100,000 ( 4 ) 06/08/2028 Common Stock 100,000 ( 1 ) ( 2 ) 100,000 D
Stock Options (right to buy) $ 0.565 11/16/2018 A 250,000 11/08/2018 11/08/2028 Common Stock 250,000 ( 1 ) ( 2 ) 250,000 D
Warrants (right to buy) $ 1.35 11/16/2018 A 50,000 05/26/2016 05/26/2021 Common Stock 50,000 ( 1 ) ( 2 ) 50,000 D
Warrants (right to buy) $ 0.75 11/16/2018 A 166,666 02/10/2016 02/10/2021 Common Stock 166,666 ( 1 ) ( 2 ) 166,666 I By Spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelly Scott A.
1111 MAIN STREET, SUITE 660
VANCOUVER, WA98660
X
Signatures
/s/ Michael D. Mulholland, as attorney-in-fact 11/16/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock.
( 2 )In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance).
( 3 )The reporting person disclaims beneficial ownership of the reported securities, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.
( 4 )The options (including predecessor options) vest in four equal quarterly installments commencing on September 1, 2018.

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