Sec Form 4 Filing - Pourhassan Nader @ CytoDyn Inc. - 2018-11-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Pourhassan Nader 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 X __ Officer (give title below) _____ Other (specify below) President and CEO (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 161,489 A 161,489 D Common Stock 11/16/2018 A 15,750 A 15,750 I By Spouse

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) $ 0.64 11/16/2018 A 200,000 05/29/2018 05/29/2019 Common Stock 200,000 ( 1 ) ( 2 ) 200,000 D Stock Options (right to buy) $ 2 11/16/2018 A 500,000 07/31/2015 07/31/2021 Common Stock 500,000 ( 1 ) ( 2 ) 500,000 D Stock Options (right to buy) $ 2.75 11/16/2018 A 54,545 03/23/2012 03/23/2022 Common Stock 54,545 ( 1 ) ( 2 ) 54,545 D Stock Options (right to buy) $ 0.9 11/16/2018 A 200,000 06/30/2018 06/30/2025 Common Stock 200,000 ( 1 ) ( 2 ) 200,000 D Stock Options (right to buy) $ 0.87 11/16/2018 A 650,000 ( 3 ) 11/23/2025 Common Stock 650,000 ( 1 ) ( 2 ) 650,000 D Stock Options (right to buy) $ 0.75 11/16/2018 A 304,000 ( 3 ) 01/04/2026 Common Stock 304,000 ( 1 ) ( 2 ) 304,000 D Stock Options (right to buy) $ 1.09 11/16/2018 A 600,000 ( 4 ) 06/01/2026 Common Stock 600,000 ( 1 ) ( 2 ) 600,000 D Stock Options (right to buy) $ 0.57 11/16/2018 A 300,000 ( 5 ) 06/01/2027 Common Stock 300,000 ( 1 ) ( 2 ) 300,000 D Stock Options (right to buy) $ 0.8 11/16/2018 A 600,000 05/31/2017 02/15/2023 Common Stock 600,000 ( 1 ) ( 2 ) 600,000 D Stock Options (right to buy) $ 0.49 11/16/2018 A 350,000 ( 6 ) 06/08/2028 Common Stock 350,000 ( 1 ) ( 2 ) 350,000 D Stock Options (right to buy) $ 0.565 11/16/2018 A 1,000,000 ( 7 ) 11/08/2028 Common Stock 1,000,000 ( 1 ) ( 2 ) 1,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pourhassan Nader 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 X President and CEO 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 options (including predecessor options) vest upon the achievement of certain strategic milestones specified in the award agreement. ( 4 )The options (including predecessor options) vest in three equal annual installments commencing on June 1, 2017. ( 5 )The options (including predecessor options) vest in three equal annual installments commencing on June 1, 2018. ( 6 )The options vest in three equal annual installments commencing on June 1, 2019. ( 7 )50% of the options were fully vested and exercisable as of their issuance date, and 50% of the options vest on April 8, 2019.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.