Michael A Klump Form 4 CytoDyn / Michael A Klump 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Klump Michael 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)
05/08/2019

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	05/08/2019		M		1,000,000	A	$0.4	8,034,520	I	See Footnote(1)
Common Stock	05/08/2019		M		1,933,333	A	$0.4	9,967,853	I	See Footnote(1)
Common Stock	05/08/2019		M		500,000	A	$0.3	10,467,853	I	See Footnote(1)
Common Stock	05/08/2019		M		66,667	A	$0.4	66,667	I	By the Klump Children's Gift Trust
Common Stock	05/08/2019		M		125,000	A	$0.4	125,000	D
Common Stock	05/08/2019		A		1,716,666	A	(2)	12,184,519	I	See Footnote(1)
Common Stock	05/08/2019		A		33,333	A	(2)	100,000	I	By the Klump Children's Gift Trust
Common Stock	05/08/2019		A		62,500	A	(2)	187,500	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
Warrant (Right to Buy)	$0.75	05/08/2019		D			1,000,000	02/16/2018	02/16/2023	Common Stock	1,000,000	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		A		1,000,000		02/16/2018	02/16/2023	Common Stock	1,000,000	(2)	1,000,000	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		M			1,000,000	02/16/2018	02/16/2023	Common Stock	1,000,000	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$1	05/08/2019		D			1,933,333	12/12/2016	12/12/2021	Common Stock	1,933,333	(2)	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		A		1,933,333		12/12/2016	12/12/2021	Common Stock	1,933,333	(2)	1,933,333	I	See Footnote(1)
Warrant (Right to Buy)	$0.4	05/08/2019		M			1,933,333	12/12/2016	12/12/2021	Common Stock	1,933,333	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$0.3	05/08/2019		M			500,000	01/08/2019	01/08/2024	Common Stock	500,000	$0.00	0	I	See Footnote(1)
Warrant (Right to Buy)	$1	05/08/2019		D			66,667	12/12/2016	12/12/2021	Common Stock	66,667	(2)	0	I	By the Klump Children's Gift Trust
Warrant (Right to Buy)	$0.4	05/08/2019		A		66,667		12/12/2016	12/12/2021	Common Stock	66,667	(2)	66,667	I	By the Klump Children's Gift Trust
Warrant (Right to Buy)	$0.4	05/08/2019		M			66,667	12/12/2016	12/12/2021	Common Stock	66,667	$0.00	0	I	By the Klump Children's Gift Trust
Warrant (Right to Buy)	$1.35	05/08/2019		D			125,000	04/26/2016	04/26/2021	Common Stock	125,000	(2)	0	D
Warrant (Right to Buy)	$0.4	05/08/2019		A		125,000		04/26/2016	04/26/2021	Common Stock	125,000	(2)	125,000	D
Warrant (Right to Buy)	$0.4	05/08/2019		M			125,000	04/26/2016	04/26/2021	Common Stock	125,000	$0.00	0	D

Explanation of Responses:

1. The reported securities of CytoDyn Inc. (the "Company") are held by Argonne Trading, LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group, LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein.

2. On May 8, 2019, the Company entered into Warrant Exercise Agreements with Mr. Klump, Argonne Capital and the Klump Children's Gift Trust, 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 Mr. Klump, 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	05/10/2019
	** 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.