Sec Form 4 Filing - Van Ness Kenneth @ CYTODYN INC - 2012-08-01

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 Van Ness Kenneth 2. Issuer Name and Ticker or Trading Symbol CYTODYN INC [ CYDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO & President (Last) (First) (Middle) 110 CRENSHAW LAKE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2012 (Street) LUTZ, FL33548 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

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 Options (right to acquire) $ 2 08/01/2012 D 750,000 ( 1 ) ( 2 ) 08/08/2012 Common 750,000 ( 1 ) 750,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Van Ness Kenneth 110 CRENSHAW LAKE ROAD LUTZ, FL33548 X X CEO & President Signatures Dino A. Doyle, Attorney-In-Fact 08/02/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The grant of the original 1,500,000 options were reported on April 18, 2012 (the "Options"). On July 25, 2012, the reporting person and the issuer entered into a Transition Agreement (the "Agreement"), which was included in the issuer's Form 8-K filed on July 25, 2012. As partial consideration under the Agreement, the reporting person agreed to the cancellation of the 750,000 Options. ( 2 )Pursuant to the terms of the Agreement, the remaining 750,000 Options became immediately exercisable.

Remarks: EXHIBIT LISTExhibit 24 - Power of Attorney

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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