Kelly Scott A. Form 4 CytoDyn / Scott A. Kelly 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^*

Kelly Scott A.

(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)
11/16/2018

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	11/16/2018		A		1,243,170	A	(1)(2)	1,243,170	D
Common Stock	11/16/2018		A		691,208	A	(1)(2)	691,208	I	By Spouse
Common Stock	11/16/2018		A		23,180	A	(1)(2)	23,180	I	As Custodian for Daughter; See Footnote(3)
Common Stock	11/16/2018		A		22,980	A	(1)(2)	22,980	I	As Custodian for Daughter; 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)	$0.61	11/16/2018		A		7,123		05/31/2017	04/10/2027	Common Stock	7,123	(1)(2)	7,123	D
Stock Options (right to buy)	$0.57	11/16/2018		A		75,000		09/01/2018	06/01/2027	Common Stock	75,000	(1)(2)	75,000	D
Stock Options (right to buy)	$0.56	11/16/2018		A		97,009		02/07/2018	02/07/2028	Common Stock	97,009	(1)(2)	97,009	D
Stock Options (right to buy)	$0.49	11/16/2018		A		100,000		(4)	06/08/2028	Common Stock	100,000	(1)(2)	100,000	D
Stock Options (right to buy)	$0.565	11/16/2018		A		250,000		11/08/2018	11/08/2028	Common Stock	250,000	(1)(2)	250,000	D
Warrants (right to buy)	$1.35	11/16/2018		A		50,000		05/26/2016	05/26/2021	Common Stock	50,000	(1)(2)	50,000	D
Warrants (right to buy)	$0.75	11/16/2018		A		166,666		02/10/2016	02/10/2021	Common Stock	166,666	(1)(2)	166,666	I	By Spouse

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 reporting person disclaims beneficial ownership of the reported securities, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

4. The options (including predecessor 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
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