Sec Form 4 Filing - DOCKERY CARL @ CytoDyn Inc. - 2019-06-12

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 DOCKERY CARL 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) 06/12/2019 (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 06/12/2019 M 75,000 A $ 0.4 7,422,326 I See Footnote ( 1 ) Common Stock 06/12/2019 M 1,000,000 A $ 0.4 8,422,326 I See Footnote ( 1 ) Common Stock 06/12/2019 M 33,333 A $ 0.3 8,455,659 I See Footnote ( 1 ) Common Stock 06/12/2019 M 250,000 A $ 0.4 8,705,659 I See Footnote ( 1 ) Common Stock 06/12/2019 M 66,667 A $ 0.4 8,772,326 I See Footnote ( 1 ) Common Stock 06/12/2019 A 712,499 A 9,484,825 I See Footnote ( 1 )

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) $ 0.5 06/12/2019 D 75,000 02/16/2015 02/28/2020 Common Stock 75,000 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 A 75,000 02/16/2015 02/28/2020 Common Stock 75,000 ( 2 ) 75,000 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 05/08/2019 M 75,000 02/16/2015 02/28/2020 Common Stock 75,000 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.68 06/12/2019 D 1,000,000 06/24/2015 06/24/2020 Common Stock 1,000,000 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 A 1,000,000 06/24/2015 06/24/2020 Common Stock 1,000,000 ( 2 ) 1,000,000 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 M 1,000,000 06/24/2015 06/24/2020 Common Stock 1,000,000 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 1 06/12/2019 D 33,333 07/28/2017 07/28/2022 Common Stock 33,333 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 A 33,333 07/28/2017 07/28/2022 Common Stock 33,333 ( 2 ) 33,333 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 M 33,333 07/28/2017 07/28/2022 Common Stock 33,333 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.5 06/12/2019 D 250,000 09/26/2014 12/31/2019 Common Stock 250,000 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 A 250,000 09/26/2014 12/31/2019 Common Stock 250,000 ( 2 ) 250,000 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 M 250,000 09/26/2014 12/31/2019 Common Stock 250,000 $ 0 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.75 06/12/2019 D 66,667 01/31/2018 01/31/2023 Common Stock 66,667 ( 2 ) 0 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 A 66,667 01/31/2018 01/31/2023 Common Stock 66,667 ( 2 ) 66,667 I See Footnote ( 1 ) Warrant (Right to Buy) $ 0.4 06/12/2019 M 66,667 01/31/2018 01/31/2023 Common Stock 66,667 $ 0 0 I See Footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOCKERY CARL 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 X Signatures /s/ Michael D. Mulholland, as attorney-in-fact 06/14/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are held by Alpha Venture Capital Partners, L.P. ("AVCP"). Carl Dockery is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP, and is the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP. Mr. Dockery disclaims beneficial ownership of the securities held by AVCP, except to the extent of his pecuniary interest in such securities. ( 2 )On June 12, 2019, the Company completed a Warrant Tender Offer in which AVCP participated, 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 AVCP, 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.

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

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