Statement of Changes in Beneficial Ownership (4)
November 20 2018 - 6:39PM
Edgar (US Regulatory)
FORM 4
[ ]
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Pestell Richard MD
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2. Issuer Name
and
Ticker or Trading Symbol
CytoDyn Inc.
[
CYDY
]
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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
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(Last)
(First)
(Middle)
1111 MAIN STREET, SUITE 660
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2018
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(Street)
VANCOUVER, WA 98660
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/16/2018
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A
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8342000
(1)
(2)
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A
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$0.5696
(1)
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8342000
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D
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Common Stock
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11/16/2018
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A
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12782440
(1)
(3)
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A
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$0.5696
(1)
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21124440
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I
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By ProstaGene, LLC
(3)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$0.551
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11/16/2018
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A
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350000
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(4)
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11/16/2028
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Common Stock
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350000
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$0.00
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350000
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D
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Explanation of Responses:
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(1)
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On November 16, 2018, CytoDyn Inc. (the "Company") completed its acquisition (the "Acquisition") of substantially all the assets and certain liabilities of ProstaGene, LLC ("ProstaGene"). As consideration for the Acquisition, the Company issued to ProstaGene an aggregate of 27,000,000 shares of common stock, valued at $0.5696 per share, based upon the closing share price as of November 15, 2018.
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(2)
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Of the shares of common stock issued to ProstaGene on the closing date, 8,342,000 shares were further distributed to Dr. Richard G. Pestell immediately upon the closing. Such shares are subject to certain transfer restrictions and forfeiture obligations, as specified in the agreements relating to the Acquisition, vesting ratably each year over three years subject to certain continuing employment obligations of Dr. Pestell to the Company.
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(3)
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As of the closing date, Dr. Pestell held an indirect interest in (i) 8,611,427 of 13,258,000 shares of common stock issued to ProstaGene on the closing date for further distribution to its members following the closing, and (ii) 4,171,013 of 5,400,000 shares of common stock held in escrow for the benefit of ProstaGene and its members, vesting ratably every six months over eighteen months, which are subject to forfeiture to satisfy certain indemnity obligations of ProstaGene to the Company. Dr. Pestell disclaims beneficial ownership of any shares held by or for the benefit of ProstaGene, except to the extent of his pecuniary interest therein.
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(4)
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The options vest in three equal annual installments commencing on November 16, 2019.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Pestell Richard MD
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660
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X
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Chief Medical Officer
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Signatures
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/s/ Michael D. Mulholland, as attorney-in-fact
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11/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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