Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)

5099 GALEN STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
05/31/2010
(Street)


LAKE OSWEGO, OR 97035		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 06/11/2009   S4 1,600 D $ 0.6 233,409 I By Spouse
Common Stock 10/08/2009   S4(1) 14,474 D $ 0.9227 218,935 I By Spouse
Common Stock 10/16/2009   S4 500 D $ 1.02 218,435 I By Spouse
Common Stock 11/11/2009   S4(2) 7,000 D $ 1.45 211,435 I By Spouse
Common Stock 11/13/2009   S4(2) 6,435 D $ 1.45 205,000 I By Spouse
Common Stock 11/25/2009   S4 1,000 D $ 1.89 204,000 I By Spouse
Common Stock 01/12/2010   S4 2,000 D $ 1.95 202,000 I By Spouse
Common Stock 01/13/2010   S4 10,000 D $ 1.95 192,000 I By Spouse
Common Stock 02/25/2010   S4 2,000 D $ 2 190,000 I By Spouse
Common Stock 04/20/2010   S4 3,000 D $ 1.95 187,000 I By Spouse
Common Stock 04/22/2010   S4 3,000 D $ 1.85 184,000 I By Spouse
Common Stock 04/28/2010   S4 2,000 D $ 1.9 182,000 I By Spouse
Common Stock 05/24/2010   S4 3,000 D $ 1.45 179,000 I By Spouse
Common Stock 05/25/2010   S4 500 D $ 1.45 178,500 I By Spouse
Common Stock 05/26/2010   S4 3,000 D $ 1.5 175,500 I By Spouse
Common Stock 05/28/2010   S4 1,000 D $ 1.45 174,500 I By Spouse
Common Stock 06/24/2009   G5 30,000 D $ 0 69,100 D  
Common Stock 05/01/2010   G5 10,000 D $ 0 59,100 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) $ 1.95 01/13/2010   A4 300,000     (3) 01/13/2014 Common
300,000
$ 0 300,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pourhassan Nader
5099 GALEN STREET
LAKE OSWEGO, OR 97035		       Chief Operating Officer  

Signatures

Nader Pourhassan 11/02/2011
**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) This transaction was executed in multiple trades at prices ranging from $0.90 to $1.04. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form .
(2) The reporting person has agreed to disgorge a total short swing profit of $1,217.00 resulting from numerous transactions by his spouse.
(3) The options began vesting on 02/13/2010 in 36 equal monthly installments.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.