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)

2/6/2015
(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   5/5/2015     P    104153   (1) A $0.50   2199853   (2) I   (3) See Footnote   (3)
Common Stock   6/5/2015     P    36690   (1) A $0.50   2236543   (4) I   (3) See Footnote   (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Promissory Note   $0.675   (5) (6) (7) 2/6/2015     P      1500000   (5)      2/6/2015   8/5/2015   (8) Common Stock   2238880   (6) (7)   (5) 2238880   (6) (7) I   (3) By Alpha Venture Capital Partners, L.P.  
Warrants to Purchase Common Stock   $0.50   2/6/2015     P      75000       2/6/2015   2/28/2020   Common Stock   75000     (5) 75000   I   (3) By Alpha Venture Capital Partners, L.P.  
Convertible Promissory Note   (9) $0.675   4/30/2015   (9)   H         1500000   (9)   2/6/2015   8/5/2015   Common Stock   2238880   (6) (7)   (9) 0   (6) (7) I   (3) By Alpha Venture Capital Partners, L.P.  
Convertible Promissory Note   (9) $0.675   4/30/2015   (9)   P      1500000   (9)      4/30/2015   8/5/2015   Common Stock   2238880   (6) (7)   (9) 2238880   (6) (7) I   (3) By Alpha Venture Capital Partners, L.P.  

Explanation of Responses:
( 1)  The shares of Common Stock reported herein were issued by CytoDyn Inc. (the "Company") to Alpha Venture Capital Partners, L.P. ("AVCP") in satisfaction of the Company's accrued interest payment obligations under the 2015 Note (as defined below).
( 2)  Of such shares of Common Stock, AVCP directly owned 1,969,084 shares and Alpha Venture Capital Fund, L.P. ("AVCF") directly owned 230,769 shares.
( 3)  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 ("AVCM"), 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.
( 4)  Of such shares of Common Stock, AVCP directly owned 2,005,774 shares and AVCF directly owned 230,769 shares.
( 5)  The Convertible Promissory Note and Warrants to Purchase Common Stock that are reported herein as acquired on February 6, 2015 relate to the execution of the transactions contemplated in that certain Subscription and Investor Rights Agreement between AVCM and the Company dated February 6, 2015 (as amended, the "Subscription Agreement"). Pursuant to the Subscription Agreement, the Company issued AVCP (i) a Convertible Promissory Note in the principal amount of $1.5 million in exchange for cash in an equal amount (the "2015 Note"); and (ii) warrants to purchase a total of 75,000 shares of Common Stock exercisable at a price of $0.50 per share for no additional consideration.
( 6)  At issuance, the conversion price of the 2015 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").
( 7)  (Continued from Footnote 6) 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, and the number of shares of Common Stock issuable thereunder increased to 2,222,222. The total shares underlying the 2015 Note reported herein also includes shares issuable in satisfaction of the $11,243.82 in unpaid interest accrued under the 2015 Note through June 23, 2015, the day prior to the date AVCP exercised its right to convert all indebtedness under the 2015 Note into shares of Common Stock at a conversion price of $0.675 per share
( 8)  At issuance, the 2015 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.
( 9)  The disposition and acquisition of Convertible Promissory Notes on April 30, 2015 reported in Table II above involved the amendment of the 2015 Note to provide for the payment of interest accrued on the 2015 Note, at AVCP's option, either in cash or shares of Common Stock, the latter at a price of $0.50 per share. The amendment is reported above in Table II as the cancellation of the "old" Convertible Promissory Note on April 30, 2015 and the acquisition of a new one on that date.

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 7/14/2015
** 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.
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