CytoDyn Inc. Form 4 — Kelly Scott A. (Nov. 28, 2022)

Summary

A CytoDyn Inc. [CYDY] Form 4 for Kelly Scott A., listed as an officer with the title CMO, reports 16,927 shares of common stock acquired on November 30, 2022, at $0.00, for 2,184,037 shares owned directly, plus 782,408 shares owned indirectly, by spouse. It also reports 2,315,439 non-qualified stock options (right to buy) acquired on November 28, 2022, at a $0.35 exercise price, expiring November 28, 2032. The explanation of responses says 241,190 option shares vested on November 28, 2022, with the balance vesting monthly: 48,238 shares from November 2022 through February 2025 and 48,239 shares from March 2025 through May 2026. Antonio Migliarese signed /s/ as Attorney-In-Fact on November 30, 2022.

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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) 1111 MAIN STREET, SUITE 660 (Street) VANCOUVER WA 98660 (City) (State) (Zip) | Kelly Scott 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) Director 10% Owner X Officer (give title below) Other (specify below) CMO | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | CMO
3. Date of Earliest Transaction
 (Month/Day/Year) 11/28/2022
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 | 11/30/2022 | A | 16,927 (1) | A | $ 0.00 | 2,184,037 | D
Common Stock | 782,408 | I | By Spouse
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 (right to buy) | $ 0.35 | 11/28/2022 | A | 2,315,439 | (2) | 11/28/2032 | Common Stock | 2,315,439 | $ 0 | 2,315,439 | D
Explanation of Responses:
1. Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.
2. 241,190 shares vested on November 28, 2022; the balance will vest on a monthly basis as follows (i) 48,238 shares at the conclusion of each month of Continuous Service (as the term is defined in the Issuer's 2012 Equity Incentive Plan, as amended), from November 2022 through February 2025, and (ii) 48,239 shares at the conclusion of each month of Continuous Service, from March 2025 through May 2026.
/s/ Antonio Migliarese, Attorney-In-Fact | 11/30/2022
** 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