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 *

DOCKERY CARL 		2. Issuer Name and Ticker or Trading Symbol

CYTODYN INC [ CYDY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

6/24/2015
(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   6/24/2015     C    2999086   A $0.675   5235629   (1) I   See Footnote   (2)
Common Stock   6/24/2015     C    2238880   A $0.675   7474509   (3) I   See Footnote   (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
Convertible Promissory Note   $0.675   (4) 6/24/2015     C         $2024383.33   (5)   9/26/2014   9/26/2016   Common Stock   2999086   $0.00   0   I   (2) By Alpha Venture Capital Partners, L.P.  
Convertible Promissory Note   $0.675   (4) 6/24/2015     C         $1511243.82   (5)   2/6/2015   8/5/2015   (6) Common Stock   2238880   $0.00   0   I   (2) By Alpha Venture Capital Partners, L.P.  
Warrants to Purchase Common Stock   $0.675   6/24/2015     P      1000000       6/24/2015   6/24/2020   Common Stock   1000000   $0.00   1000000   I   (2) By Alpha Venture Capital Partners, L.P.  

Explanation of Responses:
( 1)  Of such shares of Common Stock, Alpha Venture Capital Partners, L.P. ("AVCP") directly owned 5,004,860 shares and Alpha Venture Capital Fund, L.P. ("AVCF") directly owned 230,769 shares. The total reported for AVCP reflects interest payments made by CytoDyn Inc. (the "Company") in the form of additional shares of Common Stock on May 5, 2015 (104,153 shares) and June 5, 2015 (36,690 shares).
( 2)  The reporting person is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP and AVCF, and the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP and AVCF. The reporting person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest in such securities.
( 3)  Of such shares of Common Stock, AVCP directly owned 7,243,740 shares and AVCF directly owned 230,769 shares.
( 4)  At issuance, the conversion price of each Convertible Promissory Note was $1.00 per share, subject to reduction to a price per share that is 10% below the lowest sale price that is below $.9444 per share, for shares of Common Stock sold or deemed sold in subsequent securities offerings by the Company. On April 30, 2015, the Company concluded a subsequent securities offering pursuant to which shares of Common Stock were deemed to be sold at a price of $0.75 per share (the "Offering"). As a result of the Offering, the conversion price was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering.
( 5)  Amount reported herein reflects both the $2.0 and $1.5 million in principal amount outstanding under each Convertible Note, as well as accrued and unpaid interest of $24,383.33 and $11,243.82 respectively.
( 6)  At issuance, the Convertible Promissory Note was scheduled to mature on May 5, 2015, subject to a one-time option exercisable by the Company to extend the maturity date to August 5, 2015 (the "Option"). The Company exercised the Option on April 1, 2015.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DOCKERY CARL
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660 		X X


Signatures
/s/ Michael D. Mulholland, as attorney-in-fact 6/26/2015
** 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.
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