Statement of Changes in Beneficial Ownership (4)
November 16 2018 - 6:28PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Caracciolo Anthony
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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
_____ Officer (give title below)
_____ Other (specify below)
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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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D
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2093972
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D
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(1)
(2)
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0
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I
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By Caracciolo Family Trust
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Common Stock
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11/16/2018
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D
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200000
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D
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(1)
(2)
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0
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I
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By Caracciolo Group LLC
(3)
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Common Stock
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11/16/2018
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D
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26000
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D
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(1)
(2)
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0
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I
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By Spouse
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Common Stock
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11/16/2018
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D
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62136
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D
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(1)
(2)
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0
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D
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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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$0.64
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11/16/2018
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D
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100000
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5/29/2014
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5/29/2019
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Common Stock
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100000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.66
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11/16/2018
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D
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50000
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6/1/2015
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6/1/2019
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Common Stock
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50000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$2.90
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11/16/2018
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D
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11543
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5/21/2013
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5/21/2022
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Common Stock
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11543
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$1.55
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11/16/2018
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D
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25000
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6/1/2013
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6/1/2022
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Common Stock
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25000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.975
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11/16/2018
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D
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50000
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9/1/2016
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6/1/2025
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Common Stock
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50000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.97
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11/16/2018
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D
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250000
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6/11/2015
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6/11/2025
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Common Stock
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250000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$1.09
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11/16/2018
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D
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50000
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6/1/2017
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6/1/2026
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Common Stock
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50000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.76
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11/16/2018
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D
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550000
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(4)
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2/12/2027
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Common Stock
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550000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.76
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11/16/2018
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D
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450000
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(5)
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2/12/2027
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Common Stock
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450000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.56
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11/16/2018
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D
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128530
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2/7/2018
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2/7/2028
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Common Stock
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128530
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.80
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11/16/2018
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D
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50000
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2/15/2018
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2/15/2028
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Common Stock
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50000
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(1)
(2)
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0
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D
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Stock Options (right to buy)
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$0.49
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11/16/2018
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D
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950000
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(6)
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6/8/2028
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Common Stock
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950000
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(1)
(2)
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0
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D
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Warrants (right to buy)
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$0.75
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11/16/2018
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D
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1333334
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1/31/2018
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1/31/2023
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Common Stock
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1333334
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(1)
(2)
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0
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I
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By Caracciolo Family Trust
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Warrants (right to buy)
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$0.75
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11/16/2018
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D
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666666
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1/31/2018
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5/31/2022
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Common Stock
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666666
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(1)
(2)
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0
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I
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By Caracciolo Family Trust
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Warrants (right to buy)
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$0.75
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11/16/2018
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D
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200000
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11/8/2017
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11/8/2022
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Common Stock
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200000
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(1)
(2)
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0
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I
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By Caracciolo Group LLC
(3)
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Explanation of Responses:
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(1)
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On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock.
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(2)
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In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance).
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(3)
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The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
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(4)
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The options vest in equal monthly installments over the two-year period commencing on March 12, 2017.
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(5)
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The options vest upon the achievement of certain strategic milestones specified in the award agreement.
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(6)
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The options vest in equal monthly installments over the two-year period commencing on July 8, 2018.
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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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Caracciolo Anthony
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660
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X
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Signatures
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/s/ Michael D. Mulholland, as attorney-in-fact
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11/16/2018
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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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