Sec Form 4 Filing - Klump Michael A @ CytoDyn Inc. - 2019-05-08

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 Klump Michael 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) 05/08/2019 (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 05/08/2019 M 1,000,000 A $ 0.4 8,034,520 I See Footnote ( 1 ) Common Stock 05/08/2019 M 1,933,333 A $ 0.4 9,967,853 I See Footnote ( 1 ) Common Stock 05/08/2019 M 500,000 A $ 0.3 10,467,853 I See Footnote ( 1 ) Common Stock 05/08/2019 M 66,667 A $ 0.4 66,667 I By the Klump Children's Gift Trust Common Stock 05/08/2019 M 125,000 A $ 0.4 125,000 D Common Stock 05/08/2019 A 1,716,666 A 12,184,519 I See Footnote ( 1 ) Common Stock 05/08/2019 A 33,333 A 100,000 I By the Klump Children's Gift Trust Common Stock 05/08/2019 A 62,500 A 187,500 D

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 Warrant (Right to Buy) $ 0.75 05/08/2019 D 1,000,000 02/16/2018 02/16/2023 Common Stock 1,000,000 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 A 1,000,000 02/16/2018 02/16/2023 Common Stock 1,000,000 ( 2 ) 1,000,000 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 M 1,000,000 02/16/2018 02/16/2023 Common Stock 1,000,000 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 1 05/08/2019 D 1,933,333 12/12/2016 12/12/2021 Common Stock 1,933,333 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 A 1,933,333 12/12/2016 12/12/2021 Common Stock 1,933,333 ( 2 ) 1,933,333 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 M 1,933,333 12/12/2016 12/12/2021 Common Stock 1,933,333 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.3 05/08/2019 M 500,000 01/08/2019 01/08/2024 Common Stock 500,000 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 1 05/08/2019 D 66,667 12/12/2016 12/12/2021 Common Stock 66,667 ( 2 ) 0 I By the Klump Children's Gift Trust Warrant (Right to Buy) $ 0.4 05/08/2019 A 66,667 12/12/2016 12/12/2021 Common Stock 66,667 ( 2 ) 66,667 I By the Klump Children's Gift Trust Warrant (Right to Buy) $ 0.4 05/08/2019 M 66,667 12/12/2016 12/12/2021 Common Stock 66,667 $ 0 0 I By the Klump Children's Gift Trust Warrant (Right to Buy) $ 1.35 05/08/2019 D 125,000 04/26/2016 04/26/2021 Common Stock 125,000 ( 2 ) 0 D Warrant (Right to Buy) $ 0.4 05/08/2019 A 125,000 04/26/2016 04/26/2021 Common Stock 125,000 ( 2 ) 125,000 D Warrant (Right to Buy) $ 0.4 05/08/2019 M 125,000 04/26/2016 04/26/2021 Common Stock 125,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Klump Michael A 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 X Signatures /s/ Michael D. Mulholland, as attorney-in-fact 05/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities of CytoDyn Inc. (the "Company") are held by Argonne Trading, LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group, LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein. ( 2 )On May 8, 2019, the Company entered into Warrant Exercise Agreements with Mr. Klump, Argonne Capital and the Klump Children's Gift Trust, among other non-affiliated investors, pursuant to which, as an inducement to immediately exercise certain warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock") beneficially owned by Mr. Klump, the Company (i) reduced the exercise price of such Warrants to $0.40 (if lower than the existing exercise price) and (ii) agreed to issue an additional one-half share of Common Stock for each share of Common Stock underlying the Warrants.

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

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