FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Pourhassan Nader
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
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1111 MAIN STREET, SUITE 660
3. Date of Earliest Transaction (MM/DD/YYYY)

4/30/2020
(Street)

VANCOUVER, WA 98660
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 4/30/2020  M  200000 A$0.9 517417 D  
Common Stock 4/30/2020  M  325000 A$0.87 842417 D  
Common Stock 4/30/2020  M  152000 A$0.75 994417 D  
Common Stock 4/30/2020  M  600000 A$1.09 1594417 D  
Common Stock 4/30/2020  M  199800 A$0.57 1794217 D  
Common Stock 4/30/2020  M  600000 A$0.8 2394217 D  
Common Stock 4/30/2020  M  116550 A$0.49 2510767 D  
Common Stock 4/30/2020  M  1000000 A$0.565 3510767 D  
Common Stock 4/30/2020  M  187817 A$0.39 3698584 D  
Common Stock 4/30/2020  M  2000000 A$0.63 5698584 D  
Common Stock 4/30/2020  S  2219837 D$3.5312 (1)3478747 D  
Common Stock 5/1/2020  S  1399685 D$3.2644 (2)2079062 D  
Common Stock 5/4/2020  M  30933 A$0.39 2109995 D  
Common Stock 5/4/2020  S  1201652 D$2.7904 (3)908343 D  
Common Stock         15570 I By Spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option $0.9 4/30/2020  M   150000    6/30/2018 6/30/2025 Common Stock 150000 $0 0 D  
Employee Stock Option $0.87 4/30/2020  M   325000    11/23/2015 11/23/2025 Common Stock 325000 $0 0 D  
Employee Stock Option $0.75 4/30/2020  M   152000    1/4/2016 1/4/2026 Common Stock 152000 $0 0 D  
Employee Stock Option $1.09 4/30/2020  M   600000    6/1/2019 6/1/2026 Common Stock 600000 $0 0 D  
Employee Stock Option $0.57 4/30/2020  M   199800    6/1/2019 6/1/2027 Common Stock 199800 $0 100200 (4)D  
Employee Stock Option $0.9 4/30/2020  M   50000    6/18/2019 6/18/2029 Common Stock 50000 $0 0 D  
Employee Stock Option $0.8 4/30/2020  M   600000    2/15/2018 2/15/2023 Common Stock 600000 $0 0 D  
Employee Stock Option $0.49 4/30/2020  M   116550    6/8/2019 6/8/2028 Common Stock 116550 $0 233450 (5)D  
Employee Stock Option $0.565 4/30/2020  M   1000000    4/8/2019 11/8/2028 Common Stock 1000000 $0 0 D  
Employee Stock Option $0.39 4/30/2020  M   187817    4/7/2019 10/7/2029 Common Stock 187817 $0 187183 (6)D  
Employee Stock Option $0.63 4/30/2020  M   2000000    12/19/2019 12/19/2029 Common Stock 2000000 $0 0 D  
Employee Stock Option $0.39 5/4/2020  M   30933    10/7/2019 10/7/2029 Common Stock 30933 $0 156250 (6)D  

Explanation of Responses:
(1) This transaction was executed in multiple trades at prices ranging from $3.44 to $3.74. 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.
(2) This transaction was executed in multiple trades at prices ranging from $3.13 to $3.54. 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.
(3) This transaction was executed in multiple trades at prices ranging from $2.53 to $3.00. 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.
(4) Option grant vests over a three year period beginning June 1, 2018.
(5) Option grant vests over a three year period beginning June 8, 2019.
(6) Option grant vests in equal monthly installments over a 12-month period beginning October 7, 2019.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Pourhassan Nader
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660
X
President & CEO

Signatures
Arian Colachis, Attorney-in-fact5/4/2020
**Signature of Reporting PersonDate


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 control number.

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Michael D. Mulholland, Interim Chief Financial Officer and Arian Colachis, VP and General Counsel and Corporate Secretary of Cytodyn Inc. (the Company), as the undersigned's true and lawful attorneys-in-fact (individually, the Attorney-in-Fact), each with full power of substitution and resubstitution, with the power to act alone for the undersigned and in the undersigned's name, place and stead, in any and all capacities to:
1. Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission SEC a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered advisable under Section 16 of the Securities Exchange Act of 1934 "the Exchange Act" or any rule or regulation of the SEC; 2. Prepare, execute and submit to the SEC, any national securities exchange or securities quotation system and the Company any and all reports, including any amendment thereto, of the undersigned required or considered advisable under Section 16 of the Exchange Act and the rules and regulations thereunder, with respect to the equity securities of the Company, including Forms 3, 4 and 5; and 3. Obtain, as the undersigned's representative and on the undersigned's behalf, information regarding transactions in the Company's equity securities from any third party, including the Company and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. The undersigned acknowledges that: a) This Limited Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act at his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information; b) Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; c) Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 16 of the Exchange Act, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16b of the Exchange Act; and d) This Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or convenient to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Limited Power of Attorney. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 with respect to the undersigned's holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Limited Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Limited Power of Attorney. IN WITNESS WHEREOF, the undersigned has executed this Limited Power of

Attorney as of May 4, 2020 /s/ Nader Z. Pourhassan, PH.D