Sec Form 4 Filing - Welch David F @ CytoDyn Inc. - 2020-02-21

Insider filing report for Changes in Beneficial Ownership
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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
Welch David F
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)
02/21/2020
(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 02/21/2020 M 1,819,672 A $ 0.18 7,072,348 I By LLC ( 1 )
Common Stock 02/21/2020 A 181,967 A 7,254,315 I By LLC ( 1 )
Common Stock 04/01/2020 M 2,259,102 A $ 0.5 9,513,417 I By LLC ( 1 )
Common Stock 3,002,202 I By Trust ( 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
Warrant (Right to Buy) $ 0.3 02/21/2020 D 1,000,000 09/30/2019 09/30/2024 Common Stock 1,000,000 ( 3 ) 0 I By LLC ( 1 )
Warrant (Right to Buy) $ 0.18 02/21/2020 A 1,000,000 02/20/2020 02/25/2020 Common Stock 1,000,000 ( 3 ) 1,000,000 I By LLC ( 1 )
Warrant (Right to Buy) $ 0.3 02/21/2020 D 819,672 12/23/2019 12/23/2024 Common Stock 819,672 ( 3 ) 0 I By LLC ( 1 )
Warrant (Right to Buy) $ 0.18 02/21/2020 A 819,672 02/20/2020 02/25/2020 Common Stock 819,672 ( 3 ) 819,672 I By LLC ( 1 )
Warrant (Right to BuyO $ 0.18 02/21/2020 M 1,819,672 02/20/2020 02/25/2020 Common Stock 1,819,672 $ 0 0 I By LLC ( 1 )
Convertible Promissory Note $ 0.5 04/01/2020 M 1,129,551 09/30/2019 04/01/2020 Common Stock 2,259,102 ( 4 ) 0 I By LLC ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Welch David F
1111 MAIN STREET, SUITE 660
VANCOUVER, WA98660
X
Signatures
By Arian Colachis, Attorney-in-fact 06/08/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities of the Issuer are held by LRFA, LLC, a Delaware limited liability company ("LRFA"), wholly owned and managed by the reporting person.
( 2 )The reported securities of the Company are held by David Welch Tr Ua 03/02/2000 Welch Charitable Remainder Unitrust Agreement II (the "Trust"), for which Dr. Welch is a trustee. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein
( 3 )On February 20, 2020, as an inducement to exercise, the Issuer and LRFA agreed to amend two warrants held by LRFA (the "Warrants") to purchase a total of 1,819,672 shares of the Issuer's stock, par value $0.001 per share ("Common Stock"), pursuant to which the exercise price of the Warrants was reduced to 60% of the original exercise price. In connection with the amendment, the Issuer issued to LRFA an additional 181,967 shares of Common Stock.
( 4 )Converted amount includes accrued but unpaid interest through the date of the conversion.

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