Amended Statement of Changes in Beneficial Ownership (4/a)
May 15 2020 - 8:47AM
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).
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
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1. Name and Address of Reporting Person
*
Kelly Scott A. |
2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc.
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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) 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)
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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
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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 | 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)
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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 |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Kelly Scott A. C/O CYTODYN INC. 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660 | X |
| Chairman & CMO |
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Signatures
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Arian Colachis, Attorney-in-fact | | 5/15/2020 |
**Signature of Reporting Person | Date |
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