CytoDyn Inc. Form 4 (Nov. 24, 2021) — TIMMINS ALAN P

Summary

A Form 4 filed with the Securities and Exchange Commission for TIMMINS ALAN P, as printed, a director of CytoDyn Inc. (CYDY), reporting option amendments dated 11/24/2021. The explanation says the reporting person's Continuous Service as a director ended at the conclusion of the issuer's 2021 Annual Meeting of Stockholders on November 24, 2021, and each outstanding option under the 2012 Plan was amended to vest to the extent it would have vested on November 30, 2021, with any unvested balance forfeited, and to stay exercisable through its original expiration date instead of terminating 90 days later. Table II shows options at $1.05 (36,986 shares) and $6.15 (225,000 shares) re-reported at the same size, and the $1.39 option falling from 225,000 to 93,750 shares. Antonio Migliarese signed (/s/) as Attorney-In-Fact on 11/29/2021.

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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
X | X | 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 * TIMMINS ALAN P (Last) (First) (Middle) 1111 MAIN STREET SUITE 660 (Street) VANCOUVER WA 98660 (City) (State) (Zip) | TIMMINS ALAN P | (Last) | (First) | (Middle) | 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 Officer (give title below) Other (specify below) | X | Director | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 11/24/2021
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
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 | $ 1.05 | 11/24/2021 | D | 36,986 | 06/01/2020 | 01/18/2030 | Common Stock | 36,986 | (1) | 0 | D
Non-qualified Stock Option | $ 1.05 | 11/24/2021 | A | 36,986 | 06/01/2020 | 01/18/2030 | Common Stock | 36,986 | (1) | 36,986 | D
Non-qualified Stock Option | $ 6.15 | 11/24/2021 | D | 225,000 | (2) | 06/25/2030 | Common Stock | 225,000 | (1) | 0 | D
Non-qualified Stock Option | $ 6.15 | 11/24/2021 | A | 225,000 | (2) | 06/25/2030 | Common Stock | 225,000 | (1) | 225,000 | D
Non-qualified Stock Option | $ 1.39 | 11/24/2021 | D | 225,000 | (1) | 10/18/2031 | Common Stock | 225,000 | (1) | 0 | D
Non-qualified Stock Option | $ 1.39 | 11/24/2021 | A | 93,750 | (1) | 10/18/2031 | Common Stock | 93,750 | (1) | 93,750 | D
Explanation of Responses:
1. The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, each outstanding stock option that had been granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on November 30, 2021, with the balance of the unvested portion of such option, if any, immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.
2. 56,250 shares vested on August 31, 2020; the balance vested in equal amounts on November 30, 2020, February 28, 2021, and May 31, 2021.
Remarks:
Exhibit 24-Power of Attorney
/s/ Antonio Migliarese, Attorney-In-Fact | 11/29/2021
** 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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www.sec.gov