Carl Dockery Form 4 CytoDyn / CARL DOCKERY 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^*

DOCKERY CARL

(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)
06/12/2019

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	06/12/2019		M		75,000	A	$0.4	7,422,326	I	See Footnote(1)
Common Stock	06/12/2019		M		1,000,000	A	$0.4	8,422,326	I	See Footnote(1)
Common Stock	06/12/2019		M		33,333	A	$0.3	8,455,659	I	See Footnote(1)
Common Stock	06/12/2019		M		250,000	A	$0.4	8,705,659	I	See Footnote(1)
Common Stock	06/12/2019		M		66,667	A	$0.4	8,772,326	I	See Footnote(1)
Common Stock	06/12/2019		A		712,499	A	(2)	9,484,825	I	See Footnote(1)

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)	$0.5	06/12/2019		D			75,000	02/16/2015	02/28/2020	Common Stock	75,000	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		A		75,000		02/16/2015	02/28/2020	Common Stock	75,000	(2)	75,000	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		M			75,000	02/16/2015	02/28/2020	Common Stock	75,000	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.68	06/12/2019		D			1,000,000	06/24/2015	06/24/2020	Common Stock	1,000,000	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		A		1,000,000		06/24/2015	06/24/2020	Common Stock	1,000,000	(2)	1,000,000	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		M			1,000,000	06/24/2015	06/24/2020	Common Stock	1,000,000	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$1	06/12/2019		D			33,333	07/28/2017	07/28/2022	Common Stock	33,333	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		A		33,333		07/28/2017	07/28/2022	Common Stock	33,333	(2)	33,333	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		M			33,333	07/28/2017	07/28/2022	Common Stock	33,333	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.5	06/12/2019		D			250,000	09/26/2014	12/31/2019	Common Stock	250,000	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		A		250,000		09/26/2014	12/31/2019	Common Stock	250,000	(2)	250,000	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		M			250,000	09/26/2014	12/31/2019	Common Stock	250,000	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.75	06/12/2019		D			66,667	01/31/2018	01/31/2023	Common Stock	66,667	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		A		66,667		01/31/2018	01/31/2023	Common Stock	66,667	(2)	66,667	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	06/12/2019		M			66,667	01/31/2018	01/31/2023	Common Stock	66,667	$0.00	0	I	See Footnote(1)

Explanation of Responses:

1. The reported securities are held by Alpha Venture Capital Partners, L.P. ("AVCP"). Carl Dockery is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP, and is the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP. Mr. Dockery disclaims beneficial ownership of the securities held by AVCP, except to the extent of his pecuniary interest in such securities.

2. On June 12, 2019, the Company completed a Warrant Tender Offer in which AVCP participated, among other non-affiliated investors, pursuant to which, as an inducement to immediately exercise certain warrants (the "Warrants") to purchase shares of the Company's common stock, par value $0.001 per share ("Common Stock") beneficially owned by AVCP, the Company (i) reduced the exercise price of such Warrants to $0.40 (if lower than the existing exercise price) and (ii) agreed to issue an additional one-half share of Common Stock for each share of Common Stock underlying the Warrants.

Remarks:

	/s/ Michael D. Mulholland, as attorney-in-fact	06/14/2019
	** Signature of Reporting Person	Date
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