Amended Statement of Changes in Beneficial Ownership (4/a)

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 ^* 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) Chairman & CMO
(Last) (First) (Middle) C/O CYTODYN INC., 1111 MAIN STREET, SUITE 660	3. Date of Earliest Transaction (MM/DD/YYYY) 5/1/2020
(Street) VANCOUVER, WA 98660 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 5/5/2020	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/1/2020		M		7123	A	$0.61	1325293	D
Common Stock	5/1/2020		M		75000	A	$0.57	1400293	D
Common Stock	5/1/2020		M		97009	A	$0.56	1497302	D
Common Stock	5/1/2020		M		100000	A	$0.49	1597302	D
Common Stock	5/1/2020		M⁽¹⁾		250000	A	$0.565	1847302	D
Common Stock	5/1/2020		M		66666	A	$0.52	1913968	D
Common Stock	5/1/2020		M		750000	A	$0.385	2663968	D
Common Stock	5/1/2020		M		93750	A	$0.39	2757718	D
Common Stock	5/1/2020		S		1200000	D	$3.2604 ⁽²⁾	1557718	D
Common Stock	5/4/2020		M		8334	A	$0.52	1566052	D
Common Stock								691208	I	By Spouse
Common Stock								23180	I	As Custodian for daughter ⁽³⁾
Common Stock								22980	I	By Custodian for daughter ⁽³⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonqualified Stock Option-right to buy	$0.61	5/1/2020		M		7123		5/31/2017	4/10/2027	Common Stock	7123	$0	0	D
Nonqualified Stock Option-right to buy	$0.57	5/1/2020		M		75000		6/1/2018	6/1/2027	Common Stock	75000	$0	0	D
Nonqualified Stock Option-right to buy	$0.56	5/1/2020		M		97009		2/7/2018	2/7/2028	Common Stock	97009	$0	0	D
Nonqualified Stock Option-right to buy	$0.49	5/1/2020		M		100000		6/8/2019	6/8/2028	Common Stock	100000	$0	0	D
Nonqualified Stock Option-right to buy	$0.565	5/1/2020		M		250000		11/8/2018	11/8/2028	Common Stock	250000	$0	0	D
Nonqualified Stock Option-right to buy	$0.52	5/1/2020		M		66666		3/1/2020 ⁽⁴⁾	6/18/2029	Common Stock	66666	$0	33334	D
Nonqualified Stock Option-right to buy	$0.385	5/1/2020		M		750000		9/12/2019	9/12/2029	Common Stock	750000	$0	0	D
Nonqualified Stock Option-right to buy	$0.39	5/1/2020		M		93750		4/7/2020	10/7/2029	Common Stock	93750	$0	0	D
Nonqualified Stock Option-right to buy	$0.52	5/4/2020		M		8334		3/1/2020 ⁽⁴⁾	6/18/2029	Common Stock	8334	$0	25000	D

Explanation of Responses:
(1)	This amendment to Form 4 filed on May 5, 2020 amends the transaction code to "M" from the original and incorrect transaction code of "P." The transaction corresponds with the nonqualified option exercise on line 5 in Table II.
(2)	This transaction was executed in multiple trades at prices ranging from $3.16 to $3.37. 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)	The reporting person disclaims beneficial ownership in these securities and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reporting person for purposes of Section 16 or for any other purpose.
(4)	Option grant vests every four months beginning September 7, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
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		Chairman & CMO