CytoDyn (CYDY) Form 4 CytoDyn / Michael D. Mulholland 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^*

Mulholland Michael D.

(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. [ WAFD ]

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2020

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	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		589,797	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 (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 (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

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 price 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.

	Michael D. Mulholland	12/21/2020
	** Signature of Reporting Person	Date
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