FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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1. Name and Address of Reporting Person * Kelly Scott A. | 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) Chief Medical Officer |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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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 | 5/1/2020 | M | 7,123 | A | $0.61 | 1,325,293 | D | |||
Common Stock | 5/1/2020 | M | 75,000 | A | $0.57 | 1,400,293 | D | |||
Common Stock | 5/1/2020 | M | 97,009 | A | $0.56 | 1,497,302 | D | |||
Common Stock | 5/1/2020 | M | 100,000 | A | $0.49 | 1,597,302 | D | |||
Common Stock | 5/1/2020 | P | 250,000 | A | $0.565 | 1,847,302 | D | |||
Common Stock | 5/1/2020 | M | 66,666 | A | $0.52 | 1,913,968 | D | |||
Common Stock | 5/1/2020 | M | 750,000 | A | $0.385 | 2,663,968 | D | |||
Common Stock | 5/1/2020 | M | 93,750 | A | $0.39 | 2,757,718 | D | |||
Common Stock | 5/1/2020 | S | 1,200,000 | D | $3.2604 (1) | 1,557,718 | D | |||
Common Stock | 5/4/2020 | M | 8,334 | A | $0.52 | 1,566,052 | D | |||
Common Stock | 691,208 | I | By Spouse | |||||||
Common Stock | 23,180 | I | As Custodian for daughter (2) | |||||||
Common Stock | 22,980 | I | As Custodian for daughter (2) |
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 Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 | ||||||||
Nonqualified Option - right to buy | $0.61 | 5/1/2020 | M | 7,123 | 5/31/2017 | 4/10/2027 | Common Stock | 7,123 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.57 | 5/1/2020 | M | 75,000 | 6/1/2018 | 6/1/2027 | Common Stock | 75,000 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.56 | 5/1/2020 | M | 97,009 | 2/7/2018 | 2/7/2028 | Common Stock | 97,009 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.49 | 5/1/2020 | M | 100,000 | 6/8/2019 | 6/8/2028 | Common Stock | 100,000 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.565 | 5/1/2020 | M | 250,000 | 11/8/2018 | 11/8/2028 | Common Stock | 250,000 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.52 | 5/1/2020 | M | 66,666 | 3/1/2020 (3) | 6/18/2029 | Common Stock | 66,666 | $0 | 33,334 | D | ||||
Nonqualified Option - right to buy | $0.385 | 5/1/2020 | M | 750,000 | 9/12/2019 | 9/12/2029 | Common Stock | 750,000 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.39 | 5/1/2020 | M | 93,750 | 4/7/2020 | 10/7/2029 | Common Stock | 93,750 | $0 | 0 | D | ||||
Nonqualified Option - right to buy | $0.52 | 5/5/2020 | M | 8,334 | 3/1/2020 (3) | 6/18/2029 | Common Stock | 8,334 | $0 | 25,000 | D |
Reporting Owners | |||||
Reporting Owner Name / Address | |||||
Director | 10% Owner | Officer | Other | ||
Kelly Scott A. C/O CYTODYN INC. 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660 | X | Chief Medical Officer |
Signatures | ||
Arian Colachis, Attorney-in-fact | 5/5/2020 | |
**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 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/ Scott A. Kelly, M.D. |