CytoDyn Inc. Form 4 (Nov. 24, 2021) — Gardiner Gordon A

Summary

A Form 4 filed with the Securities and Exchange Commission for Gardiner Gordon A, as printed, a director of CytoDyn Inc. (CYDY). It reports that on 11/24/2021 a non-qualified stock option on 225,000 shares of common stock at $1.39, expiring 10/18/2031, was disposed of and replaced by an amended option, after which 93,750 options are owned directly. The explanation says the reporting person's Continuous Service as a director ended at the conclusion of the 2021 Annual Meeting of Stockholders on November 24, 2021; the option was amended to vest to the extent it would have vested on November 30, 2021, with the unvested balance forfeited, and to remain exercisable through the original expiration date rather than ending 90 days later. The signature block names Antonio Migliarese, Attorney-In-Fact, dated 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 * Gardiner Gordon A (Last) (First) (Middle) 1111 MAIN STREET SUITE 660 (Street) VANCOUVER WA 98660 (City) (State) (Zip) | Gardiner Gordon A | (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 | $ 1.39 | 11/24/2021 | D (1) | 225,000 | (1) | 10/18/2031 | Common Stock | 225,000 | (1) | 0 | D
Non-qualified Stock Option | $ 1.39 | 11/24/2021 | A (1) | 937,500 | (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, the stock option 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 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.
Remarks:
Exhibit 24-Power of Attorney
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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Original

www.sec.gov