CytoDyn (CYDY) Form 4 CytoDyn / Jordan G Naydenov ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Naydenov Jordan G

(Last) (First) (Middle)

1111 MAIN STREET, SUITE 660

(Street)

VANCOUVER WA 98660

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/16/2018		D		5,304,490	D	(1)(2)	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Options (right to buy)	$0.66	11/16/2018		D			50,000	06/01/2015	06/01/2019	Common Stock	50,000	(1)(2)	0	D
Stock Options (right to buy)	$2	11/16/2018		D			50,000	08/08/2012	08/08/2021	Common Stock	50,000	(1)(2)	0	D
Stock Options (right to buy)	$1.55	11/16/2018		D			25,000	06/01/2013	06/01/2022	Common Stock	25,000	(1)(2)	0	D
Stock Options (right to buy)	$0.975	11/16/2018		D			50,000	09/01/2016	06/01/2025	Common Stock	50,000	(1)(2)	0	D
Stock Options (right to buy)	$1.09	11/16/2018		D			50,000	06/01/2017	06/01/2026	Common Stock	50,000	(1)(2)	0	D
Stock Options (right to buy)	$0.57	11/16/2018		D			75,000	09/01/2018	06/01/2027	Common Stock	75,000	(1)(2)	0	D
Stock Options (right to buy)	$0.56	11/16/2018		D			96,397	02/07/2018	02/07/2028	Common Stock	96,397	(1)(2)	0	D
Stock Options (right to buy)	$0.8	11/16/2018		D			50,000	02/15/2018	02/15/2023	Common Stock	50,000	(1)(2)	0	D
Stock Options (right to buy)	$0.49	11/16/2018		D			100,000	(3)	06/08/2028	Common Stock	100,000	(1)(2)	0	D
Warrants (right to buy)	$0.75	11/16/2018		D			133,334	01/31/2018	01/31/2023	Common Stock	133,334	(1)(2)	0	D
Warrants (right to buy)	$0.75	11/16/2018		D			66,666	01/31/2018	07/26/2022	Common Stock	66,666	(1)(2)	0	D
Warrants (right to buy)	$1.35	11/16/2018		D			250,000	05/10/2016	05/10/2021	Common Stock	250,000	(1)(2)	0	D

Explanation of Responses:

1. On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock.

2. In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance).

3. The options vest in four equal quarterly installments commencing on September 1, 2018.

Remarks:

	/s/ Michael D. Mulholland, as attorney-in-fact	11/16/2018
	** Signature of Reporting Person	Date
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