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 |
| |||||||||||||||
| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CytoDyn Inc. [ CYDY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | 7,578,095 | D | (1)(2) | 0 | I | See Footnote(3) | ||
| 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) | $0.81 | 11/16/2018 | D | 33,973 | 06/01/2015 | 10/06/2024 | Common Stock | 33,973 | (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 | (4) | 06/01/2027 | Common Stock | 75,000 | (1)(2) | 0 | D | ||||
| Stock Options (right to buy) | $0.56 | 11/16/2018 | D | 136,563 | 02/07/2018 | 02/07/2028 | Common Stock | 136,563 | (1)(2) | 0 | D | ||||
| Stock Options (right to buy) | $0.49 | 11/16/2018 | D | 100,000 | (5) | 06/08/2028 | Common Stock | 100,000 | (1)(2) | 0 | D | ||||
| Stock Options (right to buy) | $0.565 | 11/16/2018 | D | 250,000 | 11/08/2018 | 11/08/2028 | Common Stock | 250,000 | (1)(2) | 0 | D | ||||
| Warrants (right to buy) | $0.5 | 11/16/2018 | D | 75,000 | 02/06/2015 | 02/28/2020 | Common Stock | 75,000 | (1)(2) | 0 | I | See Footnote(3) | |||
| Warrants (right to buy) | $0.675 | 11/16/2018 | D | 1,000,000 | 06/24/2015 | 06/24/2020 | Common Stock | 1,000,000 | (1)(2) | 0 | I | See Footnote(3) | |||
| Warrants (right to buy) | $0.75 | 11/16/2018 | D | 33,333 | 01/31/2018 | 07/28/2022 | Common Stock | 33,333 | (1)(2) | 0 | I | See Footnote(3) | |||
| Warrants (right to buy) | $0.75 | 11/16/2018 | D | 66,667 | 01/31/2018 | 01/31/2023 | Common Stock | 66,667 | (1)(2) | 0 | I | See Footnote(3) | |||
| Warrants (right to buy) | $0.5 | 11/16/2018 | D | 250,000 | 09/26/2014 | 12/31/2019 | Common Stock | 250,000 | (1)(2) | 0 | I | See Footnote(3) | |||
| 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 reported securities are held by Alpha Venture Capital Partners, L.P. ("AVCP") and Alpha Venture Capital Fund, L.P. ("ACVF"), with 7,347,326 shares held by AVCP and 230,769 shares held by AVCF. Carl Dockery is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP and AVCF, and is the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP and AVCF. Mr. Dockery disclaims beneficial ownership of the securities held by AVCP and AVCF, except to the extent of his pecuniary interest in such securities. |
| 4. The options vest in four equal quarterly installments commencing on September 1, 2017. |
| 5. 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 | |
| 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. | ||