Form 4: CytoDyn Inc. (CYDY), Kelly Scott A., transaction 09/30/2020

Summary

A Form 4 filed with the Securities and Exchange Commission for Kelly Scott A., as printed, a director and officer of CytoDyn Inc. (CYDY) with the title "Chairman & CMO". It reports that on 09/30/2020 the reporting person acquired 250,000 shares represented by restricted stock units under the issuer's Amended & Restated 2012 Equity Incentive Plan, after which the reporting person owned 1,741,052 shares directly. The reporting person also received a non-qualified stock option for 500,000 shares at $3.12, expiring 06/15/2030, which a board committee approved on June 15, 2020 subject to stockholder approval of the plan, given on September 30, 2020. The option vests annually in three equal installments beginning June 15, 2021. Arian Colachis signed as Attorney-in-fact on 10/02/2020.

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Full text

SEC Form 4

FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * Kelly Scott A. (Last) (First) (Middle) C/O CYTODYN INC. 1111 MAIN STREET, SUITE 660 (Street) VANCOUVER WA 98660 (City) (State) (Zip) | Kelly Scott A. | (Last) | (First) | (Middle) | C/O CYTODYN INC. | 1111 MAIN STREET, SUITE 660 | VANCOUVER | WA | 98660 | (City) | (State) | (Zip) | 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) Chairman & CMO | X | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | Chairman & CMO
3. Date of Earliest Transaction
 (Month/Day/Year) 09/30/2020
4. If Amendment, Date of 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 | 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. 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)
Code | V | Amount | (A) or (D) | Price
Common Stock | 09/30/2020 | A | 250,000 (1) | A | (2) | 1,741,052 | D
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 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: 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
Non-qualified Stock Option | $ 3.12 | 09/30/2020 (3) | A | 500,000 | (4) | 06/15/2030 | Common Stock | 500,000 | $ 0 | 500,000 | D
Explanation of Responses:
1. Represents restricted stock units granted pursuant to the Issuer's Amended & Restated 2012 Equity Incentive Plan.
2. Not applicable.
3. The option grant was approved by a committee of the Issuer's Board of Directors on June 15, 2020, subject to stockholder approval of the Issuer's Amended & Restated 2012 Equity Incentive Plan (the "Plan") under which the option was granted. The Issuer's stockholders approved the Plan on September 30, 2020.
4. The stock option vests annually in three equal installments beginning June 15, 2021.
Arian Colachis, Attorney-in-fact | 10/02/2020
** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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Our copy

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Original

www.sec.gov