CytoDyn (CYDY) Form 4/A CytoDyn / Samir Rashmikant Patel 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Patel Samir Rashmikant

(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)
11/24/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/29/2021

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

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
Non-qualified Stock Option	$1.39	11/24/2021		D(1)			225,000	(1)	10/18/2031	Common Stock	225,000	(1)	0	D
Non-qualified Stock Option	$1.39	11/24/2021		A(1)		112,500		(1)	10/18/2031	Common Stock	112,500	(1)	112,500	D
Non-qualified Stock Option	$6.15	11/24/2021		D(1)			225,000	(2)	06/25/2030	Common Stock	225,000	(1)	0	D
Non-qualified Stock Option	$6.15	11/24/2021		A(1)		225,000		(2)	06/25/2030	Common Stock	225,000	(1)	225,000	D
Non-qualified Stock Option	$2.25	11/24/2021		D(1)			12,329	05/31/2020	04/17/2030	Common Stock	12,329	(1)	0	D
Non-qualified Stock Option	$2.25	11/24/2021		A(1)		12,329		05/31/2020	04/17/2030	Common Stock	12,329	(1)	12,329	D

Explanation of Responses:

1. The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, each outstanding stock option that had been granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on December 1, 2021, with the balance of the unvested portion of such option, if any, immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.

2. 56,250 shares vested on August 31, 2020; the balance vested in equal amounts on November 30, 2020, February 28, 2021, and May 31, 2021.

Remarks:

	/s/ Antonio Migliarese, Attorney-In-Fact	11/30/2021
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.