Sec Form 4 Filing - Kelly Scott A. @ CytoDyn Inc. - 2020-05-01

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 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 X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O CYTODYN INC., 1111 MAIN STREET, SUITE 660 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2020 (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 05/01/2020 M 7,123 A $ 0.61 1,325,293 D Common Stock 05/01/2020 M 75,000 A $ 0.57 1,400,293 D Common Stock 05/01/2020 M 97,009 A $ 0.56 1,497,302 D Common Stock 05/01/2020 M 100,000 A $ 0.49 1,597,302 D Common Stock 05/01/2020 P 250,000 A $ 0.565 1,847,302 D Common Stock 05/01/2020 M 66,666 A $ 0.52 1,913,968 D Common Stock 05/01/2020 M 750,000 A $ 0.385 2,663,968 D Common Stock 05/01/2020 M 93,750 A $ 0.39 2,757,718 D Common Stock 05/01/2020 S 1,200,000 D $ 3.2604 ( 1 ) 1,557,718 D Common Stock 05/04/2020 M 8,334 A $ 0.52 1,566,052 D Common Stock 691,208 I By Spouse Common Stock 23,180 I As Custodian for daughter ( 2 ) Common Stock 22,980 I As Custodian for daughter ( 2 )

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 Nonqualified Option - right to buy $ 0.61 05/01/2020 M 7,123 05/31/2017 04/10/2027 Common Stock 7,123 $ 0 0 D Nonqualified Option - right to buy $ 0.57 05/01/2020 M 75,000 06/01/2018 06/01/2027 Common Stock 75,000 $ 0 0 D Nonqualified Option - right to buy $ 0.56 05/01/2020 M 97,009 02/07/2018 02/07/2028 Common Stock 97,009 $ 0 0 D Nonqualified Option - right to buy $ 0.49 05/01/2020 M 100,000 06/08/2019 06/08/2028 Common Stock 100,000 $ 0 0 D Nonqualified Option - right to buy $ 0.565 05/01/2020 M 250,000 11/08/2018 11/08/2028 Common Stock 250,000 $ 0 0 D Nonqualified Option - right to buy $ 0.52 05/01/2020 M 66,666 03/01/2020( 3 ) 06/18/2029 Common Stock 66,666 $ 0 33,334 D Nonqualified Option - right to buy $ 0.385 05/01/2020 M 750,000 09/12/2019 09/12/2029 Common Stock 750,000 $ 0 0 D Nonqualified Option - right to buy $ 0.39 05/01/2020 M 93,750 04/07/2020 10/07/2029 Common Stock 93,750 $ 0 0 D Nonqualified Option - right to buy $ 0.52 05/05/2020 M 8,334 03/01/2020( 3 ) 06/18/2029 Common Stock 8,334 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kelly Scott A. C/O CYTODYN INC. 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 X Chief Medical Officer Signatures Arian Colachis, Attorney-in-fact 05/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $3.16 to $3.37. The price above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )The reporting person disclaims beneficial ownership in these securities and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reporting person for purposes of Section 16 or for any other purpose. ( 3 )Option grant vests every four months beginning September 7, 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).

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