Statement of Changes in Beneficial Ownership (4)

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 ^* Welch David F	2. Issuer Name and Ticker or Trading Symbol CytoDyn Inc. [ CYDY ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 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) 2/21/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/21/2020		M		1819672	A	$0.18	7072348	I	By LLC ⁽¹⁾
Common Stock	2/21/2020		A		181967	A	⁽³⁾	7254315	I	By LLC ⁽¹⁾
Common Stock	4/1/2020		M		2259102	A	$0.5	9513417	I	By LLC ⁽¹⁾
Common Stock								3002202	I	By Trust ⁽²⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$0.3	2/21/2020		D			1000000	9/30/2019	9/30/2024	Common Stock	1000000	⁽³⁾	0	I	By LLC ⁽¹⁾
Warrant (Right to Buy)	$0.18	2/21/2020		A		1000000		2/20/2020	2/25/2020	Common Stock	1000000	⁽³⁾	1000000	I	By LLC ⁽¹⁾
Warrant (Right to Buy)	$0.3	2/21/2020		D			819672	12/23/2019	12/23/2024	Common Stock	819672	⁽³⁾	0	I	By LLC ⁽¹⁾
Warrant (Right to Buy)	$0.18	2/21/2020		A		819672		2/20/2020	2/25/2020	Common Stock	819672	⁽³⁾	819672	I	By LLC ⁽¹⁾
Warrant (Right to BuyO	$0.18	2/21/2020		M			1819672	2/20/2020	2/25/2020	Common Stock	1819672	$0	0	I	By LLC ⁽¹⁾
Convertible Promissory Note	$0.5	4/1/2020		M			1129551	9/30/2019	4/1/2020	Common Stock	2259102	⁽⁴⁾	0	I	By LLC ⁽¹⁾

Explanation of Responses:
(1)	The reported securities of the Issuer are held by LRFA, LLC, a Delaware limited liability company ("LRFA"), wholly owned and managed by the reporting person.
(2)	The reported securities of the Company are held by David Welch Tr Ua 03/02/2000 Welch Charitable Remainder Unitrust Agreement II (the "Trust"), for which Dr. Welch is a trustee. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein
(3)	On February 20, 2020, as an inducement to exercise, the Issuer and LRFA agreed to amend two warrants held by LRFA (the "Warrants") to purchase a total of 1,819,672 shares of the Issuer's stock, par value $0.001 per share ("Common Stock"), pursuant to which the exercise price of the Warrants was reduced to 60% of the original exercise price. In connection with the amendment, the Issuer issued to LRFA an additional 181,967 shares of Common Stock.
(4)	Converted amount includes accrued but unpaid interest through the date of the conversion.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Welch David F 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660	X