UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

SCHEDULE 13D
(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)*

 

 

 

CytoDyn Inc.
(Name of Issuer)

 

Common Stock, $0.001 par value per share
(Title of Class of Securities)

 

23283M101
(CUSIP Number)

 

Paul A. Rosenbaum
2945 NW Luray Terrace
Portland Oregon 97210
(503) 348-9262
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 30, 2021
(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

1

NAME OF REPORTING PERSON

Paul A. Rosenbaum

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,300,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,300,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,300,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.21%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 612,875,224 shares of common stock, $0.001 par value per share, of CytoDyn Inc., a Delaware corporation (the “Issuer”), issued and outstanding as of March 31, 2021, based on information reported by the Issuer in its quarterly report on Form 10-Q filed with the Securities and Exchange Commission on April 14, 2021.

 

2

 

 

1

NAME OF REPORTING PERSON

Anthony Caracciolo

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,368,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,368,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,368,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.22%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of common stock, $0.001 par value per share (“Common Stock”), of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in its Annual Report on Form 10-K filed on July 30, 2021 (the “Annual Report”).

 

3

 

 

1

NAME OF REPORTING PERSON

Arthur L. Wilmes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

90,000

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

90,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

90,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.01%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

4

 

 

1

NAME OF REPORTING PERSON

Glenn Eisenberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,994,536

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,994,536

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,994,536

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.32%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

5

 

 

1

NAME OF REPORTING PERSON

Jeffrey Paul Beaty

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America, Canada and the United Kingdom

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

888,888

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

888,888

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

888,888

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.14%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

6

 

 

1

NAME OF REPORTING PERSON

Allen Gabriel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

1,659,465

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,659,465

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,659,465

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.26%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

7

 

 

1

NAME OF REPORTING PERSON

Judson Longaker

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

445,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

445,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

445,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.07%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

8

 

 

1

NAME OF REPORTING PERSON

Steve Dalal

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America and Canada

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

549,128

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

549,128

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

549,128

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.09%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

9

 

 

1

NAME OF REPORTING PERSON

Jeffrey D. Weiner

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨       (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

574,657

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

574,657

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

574,657

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.09%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

10

 

 

1

NAME OF REPORTING PERSON

Frederick J. Axelberd

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

121,500

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

121,500

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

121,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.02%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

11

 

 

1

NAME OF REPORTING PERSON

Yaron Okun

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America, South Africa and Lithuania

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

1,639,500

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

1,639,500

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,639,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.26%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

12

 

 

1

NAME OF REPORTING PERSON

Jack Chitayat

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

2,074,065

8

SHARED VOTING POWER

2,456,335

9

SOLE DISPOSITIVE POWER

2,074,065

10

SHARED DISPOSITIVE POWER

2,456,335

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,530,400

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.72%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

13

 

 

1

NAME OF REPORTING PERSON

Arlyn J. Bossenbrook

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

226,436

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

226,436

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

226,436

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14 TYPE OF REPORTING PERSON
IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

14

 

 

1

NAME OF REPORTING PERSON

Charles M. Johnson Jr.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

425,172

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

425,172

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

425,172

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.07%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

15

 

 

1

NAME OF REPORTING PERSON

Jonathan Hartley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7

SOLE VOTING POWER

450,000

8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER
450,000
10 SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

450,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.07%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

16

 

 

 

1

NAME OF REPORTING PERSON

Brendan Thorson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

195,100

8

SHARED VOTING POWER

440,000

9 SOLE DISPOSITIVE POWER
195,100
10 SHARED DISPOSITIVE POWER
440,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

635,100

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.10%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

17

 

 

1

NAME OF REPORTING PERSON

Joe Rector

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

618,800

8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER
618,800
10 SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

618,800

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.10%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

18

 

 

1

NAME OF REPORTING PERSON

Francesco Tosco

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

638,000

8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER
638,000
10 SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

638,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.10%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

19

 

 

 

1

NAME OF REPORTING PERSON

William M. Rawson

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨      (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF, OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

2,690,125

8

SHARED VOTING POWER

0

9 SOLE DISPOSITIVE POWER
2,690,125
10 SHARED DISPOSITIVE POWER
0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,690,125

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.43%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

20

 

 

1

NAME OF REPORTING PERSON

Veronica Marano

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

503,076

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

503,076

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

503,076

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.08%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

21

 

 

1

NAME OF REPORTING PERSON

Dr. Richard G. Pestell

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America and Australia

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

8,342,000

8

SHARED VOTING POWER

3,093,728

9

SOLE DISPOSITIVE POWER

8,342,000

10

SHARED DISPOSITIVE POWER

3,093,728

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,435,728

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.81%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

22

 

 

1

NAME OF REPORTING PERSON

Peter Christopher Caputo

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

371,581

8

SHARED VOTING POWER

30,000

9

SOLE DISPOSITIVE POWER

371,581

10

SHARED DISPOSITIVE POWER

30,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

401,581

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.06%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

23

 

 

1

NAME OF REPORTING PERSON

Antonio Parisi

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

288,500

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

288,500

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

288,500

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.05%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

24

 

 

1

NAME OF REPORTING PERSON

Thomas C. Mollick

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

9,814,945

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

9,814,945

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,814,945

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.6%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

25

 

 

1

NAME OF REPORTING PERSON

Thomas J. Errico M.D.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

2,508,705

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

2,508,705

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,508,705

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.40%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

26

 

 

1

NAME OF REPORTING PERSON

Bruce K. Patterson, M.D.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

OO

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

569,242

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

569,242

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

569,242

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.09%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

27

 

 

1

NAME OF REPORTING PERSON

Peter Staats, M.D. MBA

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

PF

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

700,000

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

700,000

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

700,000

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.11%

14

TYPE OF REPORTING PERSON

IN

 

Beneficial ownership percentage is based upon 632,586,877 shares of Common Stock of the Issuer, issued and outstanding as of July 31, 2021, based on information reported by the Issuer in the Annual Report.

 

28

 

 

1

NAME OF REPORTING PERSON

Melissa Yeager

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨           (b) ¨

3

SEC USE ONLY

 

4

SOURCE OF FUNDS

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON WITH
7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

N/A

14

TYPE OF REPORTING PERSON

IN

 

29

 

 

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D originally filed by the Reporting Persons (as amended by Amendment No. 1 to the Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2021, Amendment No. 2, filed with the SEC on July 2, 2021 (“Amendment No. 2”), and this Amendment No. 3, the “Schedule 13D”). This Amendment No. 3 constitutes an exit filing for the Reporting Persons. Capitalized Terms used but not defined herein shall have the meanings ascribed to such terms in Amendment No. 2.

 

Item 4.  Purpose of Transaction.

 

Item 4 is hereby amended to add the following:

 

Due to the fact that Paul Rosenbaum, Jeffrey Beaty and Art Wilmes have separately decided to undertake to nominate a slate of directors for election at the Annual Meeting, the Reporting Persons have terminated their agreement as to the purposes stated in the Schedule 13D. As a result, the Reporting Persons are not acting in concert for 13D purposes and, therefore, are no longer part of a group. Accordingly, this Amendment No. 3 constitutes an exit filing for all of the Reporting Persons.

 

Item 7. Material to be Filed as Exhibits.

 

99.1 Joint Filing Agreement, dated May 24, 2021 (incorporated by reference to Exhibit 99.1 to the Reporting Persons’ Schedule 13D filed on May 24, 2021).

 

99.2 Power of Attorney with respect to the Schedule 13D and any amendments hereto (incorporated by reference to Exhibit 99.2 to the Reporting Persons’ Schedule 13D filed on May 24, 2021).

 

99.3 Power of Attorney with respect to shares owned by Tevya Finger (incorporated by reference to Exhibit 99.3 to the Reporting Persons’ Schedule 13D filed on May 24, 2021).

 

99.4 Joinder Agreement to Joint Filing Agreement, dated June 8, 2021 (incorporated by reference to Exhibit 99.9 to the Reporting Persons’ Schedule 13D/A filed on June 8, 2021).

 

99.5 Power of Attorney for Thomas C. Mollick and Dr. Errico, dated June 8, 2021 (incorporated by reference to Exhibit 99.10 to the Reporting Persons’ Schedule 13D/A filed on June 8, 2021).

 

99.6 Joinder Agreement to Joint Filing Agreement, dated July 2, 2021 (incorporated by reference to Exhibit 99.12 to the Reporting Persons’ Schedule 13D/A filed on July 2, 2021).

 

99.7 Power of Attorney for Dr. Patterson, Dr. Staats and Ms. Yeager dated July 2, 2021 (incorporated by reference to Exhibit 99.12 to the Reporting Persons’ Schedule 13D/A filed on July 2, 2021).

 

30

 

 

SIGNATURES 

 

After reasonable inquiry and to the best of his or her knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 17, 2021

 

  /s/ Paul Rosenbaum
  Paul Rosenbaum
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Anthony Caracciolo
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Arthur L. Wilmes
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Glenn Eisenberg
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Jeffrey P. Beaty
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Allen Gabriel
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Judson Longaker
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Steve Dalal
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Jeffrey Weiner
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Frederick Axelberd
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Yaron Okun, for himself and as attorney-in-fact for Tevya Finger
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Jack Chitayat
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Arlyn J. Bossenbrook
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Charles M. Johnson Jr.
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Jonathan Hartley
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Brandon Thorson
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Joe Rector

 

 

 

  /s/ Paul Rosenbaum as attorney-in-fact
  Francesco Tosco
   
  /s/ Paul Rosenbaum as attorney-in-fact
  William M. Rawson
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Veronica Marano
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Richard G. Pestell, M.D., Ph.D.
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Peter Christopher Caputo
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Antonio Parisi
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Thomas C. Mollick
   
  /s/ Paul Rosenbaum as attorney-in-fact
  Thomas J. Errico, M.D.
   
  /s/ Bruce K. Patterson, M.D.
  Bruce K. Patterson, M.D.
   
  /s/ Peter Staats, M.D. MBA
  Peter Staats, M.D. MBA
   
  /s/ Melissa Yeager
  Melissa Yeager

 

 

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