Edgar Filing: Pourhassan Nader

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Pourhassan Nader

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
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

1111 MAIN STREET, SUITE 660

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2018

(Street)

VANCOUVER, WA 98660

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	11/16/2018		D		161,489	D	⁽¹⁾ ⁽²⁾	0	D
Common Stock	11/16/2018		D		15,750	D	⁽¹⁾ ⁽²⁾	0	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (right to buy)

$ 0.64

11/16/2018

200,000

05/29/2018

05/29/2019

Common Stock

200,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 2

11/16/2018

500,000

07/31/2015

07/31/2021

Common Stock

500,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 2.75

11/16/2018

54,545

03/23/2012

03/23/2022

Common Stock

54,545

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.9

11/16/2018

200,000

06/30/2018

06/30/2025

Common Stock

200,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.87

11/16/2018

650,000

⁽³⁾

11/23/2025

Common Stock

650,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.75

11/16/2018

304,000

⁽³⁾

01/04/2026

Common Stock

304,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 1.09

11/16/2018

600,000

⁽⁴⁾

06/01/2026

Common Stock

600,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.57

11/16/2018

300,000

⁽⁵⁾

06/01/2027

Common Stock

300,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.8

11/16/2018

600,000

05/31/2017

02/15/2023

Common Stock

600,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.49

11/16/2018

350,000

⁽⁶⁾

06/08/2028

Common Stock

350,000

⁽¹⁾ ⁽²⁾

Stock Options (right to buy)

$ 0.565

11/16/2018

1,000,000

⁽⁷⁾

11/08/2028

Common Stock

1,000,000

⁽¹⁾ ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Pourhassan Nader 1111 MAIN STREET, SUITE 660 VANCOUVER, WA 98660	X		President and CEO

Signatures

/s/ Michael D. Mulholland, as attorney-in-fact		11/16/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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).
(3)	The options vest upon the achievement of certain strategic milestones specified in the award agreement.
(4)	The options vest in three equal annual installments commencing on June 1, 2017.
(5)	The options vest in three equal annual installments commencing on June 1, 2018.
(6)	The options vest in three equal annual installments commencing on June 1, 2019.
(7)	50% of the options were fully vested and exercisable as of their issuance date, and 50% of the options vest on April 8, 2019.

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