Sec Form 4/A Filing - Mulholland Michael D. @ CytoDyn Inc. - 2020-12-17

FORM 4/A 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 Mulholland Michael D. 2. Issuer Name and Ticker or Trading Symbol CytoDyn Inc. [ CYDY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 1111 MAIN STREET, SUITE 660 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2020 (Street) VANCOUVER, WA98660 4. If Amendment, Date Original Filed (MM/DD/YY) 12/21/2020 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 12/17/2020 M 32,000 A $ 0.39 316,081 D Common Stock 12/17/2020 S( 1 ) 32,000 D $ 4.5523 ( 2 ) 284,081 D Common Stock 12/18/2020 M 155,500 A $ 0.39 439,581 D Common Stock 12/18/2020 M 233,100 A $ 0.49 672,681 D Common Stock 12/18/2020 M 98,402 A $ 0.57 771,083 D Common Stock 12/18/2020 S 487,002 D $ 4.9516 ( 3 ) 284,081 D Common Stock 12/21/2020 M 201,598 A $ 0.57 485,679 D Common Stock 12/21/2020 M 300,000 A $ 0.8 785,679 D Common Stock 12/21/2020 M 88,199 A $ 0.87 873,878 D Common Stock 12/21/2020 S 585,797 D $ 5.582 ( 4 ) 284,081 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 Non-qualified Stock Option (right to buy) $ 0.39 12/17/2020 M 32,000 12/17/2020( 5 ) 10/07/2029 Common Stock 32,000 $ 0 155,500 D Non-qualified Stock Option (right to buy) $ 0.39 12/18/2020 M 155,500 12/18/2020 10/07/2029 Common Stock 155,500 $ 0 0 D Non-qualified Stock Option (right to buy) $ 0.49 12/18/2020 M 233,100 12/18/2020( 6 ) 06/08/2028 Common Stock 233,100 $ 0 116,900 D Non-qualified Stock Option (right to buy) $ 0.57 12/18/2020 M 98,402 12/18/2020( 7 ) 06/01/2027 Common Stock 98,402 $ 0 201,598 D Non-qualified Stock Option (right to buy) $ 0.57 12/21/2020 M 201,598 12/21/2020 06/01/2027 Common Stock 201,598 $ 0 0 D Non-qualified Stock Option (right to buy) $ 0.8 12/21/2020 M 300,000 12/21/2020( 8 ) 02/15/2023 Common Stock 300,000 $ 0 0 D Non-qualified Stock Option (right to buy) $ 0.87 12/21/2020 M 88,199 12/21/2020( 9 ) 11/23/2025 Common Stock 88,199 $ 0 161,801 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mulholland Michael D. 1111 MAIN STREET, SUITE 660 VANCOUVER, WA98660 Chief Financial Officer Signatures Michael D. Mulholland 12/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All shares sold and reported in this Form 4 were sold pursuant to a Rule 10b5-1 trading plan the reporting person entered into on November 12, 2020. The plan provides for periodic sales by the reporting person's broker without further action by the reporting person. ( 2 )This transaction was executed in multiple trades at prices ranging from $4.50 to $4.68. 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. ( 3 )This transaction was executed in multiple trades at prices ranging from $4.80 to $5.08. 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. ( 4 )This transaction was executed in multiple trades at prices ranging from $5.03 to $6.00. 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. ( 5 )The reported option became fully vested on October 7, 2020. ( 6 )Sixty-seven percent (67%) of the reported option became fully vested on June 8, 2020; the shares remaining subject to this option vest on June 8, 2021. ( 7 )The reported option became fully vested on June 1, 2020. ( 8 )The reported option became fully vested on grant date. ( 9 )Fifty percent (50%) of the reported option became fully vested in 2016 and 50% was forfeited.

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