CytoDyn (CYDY) Form 4 CytoDyn / David F Welch 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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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^*

Welch David F

(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)
02/21/2020

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	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	(3)	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 (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
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)

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.

	By Arian Colachis, Attorney-in-fact	06/08/2020
	** Signature of Reporting Person	Date
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