EXPLANATORY NOTE
This Amendment No. 2 (this Amendment) to Schedule 13D is being filed by Dr. Richard G. Pestell, a citizen of Australia and the United States of America (Dr. Pestell), as the founder and majority equity holder of ProstaGene, LLC, a Delaware limited liability company (ProstaGene).
This Amendment is being filed to supplement and amend the Schedule 13D initially filed with the Securities and Exchange Commission on November 26, 2018 and amended on February 25, 2019 (the prior Schedule 13D) with respect to beneficial ownership of the shares of Common Stock, par value $.001 per share (the Common Stock) of CytoDyn Inc., a Delaware corporation (the Issuer). The prior Schedule 13D, as amended and supplemented by this Amendment, is referred to herein as this Schedule 13D.
This Amendment constitutes an exit filing for Dr. Pestell.
This Amendment hereby amends Item 5 of the prior Schedule 13D as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:
(a)-(b) Set forth below is the aggregate number and percentage of outstanding shares of Common Stock of the Issuer owned beneficially by Dr. Pestell based upon 391,761,340 shares of Common Stock of the Issuer, issued and outstanding as of November 19, 2019, based on information reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on November 20, 2019:
Name
|
|
Shares of Common Stock
Beneficially Owned
|
|
Percentage of Shares of
Common Stock Beneficially
Owned
|
|
Dr. Pestell
|
|
Common Stock - 17,581,078
|
|
4.5
|
%
|
(c) The following transactions have occurred during the past sixty days by Dr. Pestell or ProstaGene:
Name
|
|
Trade Date
|
|
Number of
Shares Sold
|
|
Price Per Share
|
|
Where and How
Transaction was Effected
|
Prostagene
|
|
10/18/2019
|
|
330,000
|
|
0.2888
|
|
Open market sale
|
Dr. Pestell
|
|
10/25/2019
|
|
150,000
|
|
0.3289
|
|
Open market sale
|
Dr. Pestell
|
|
10/28/2019
|
|
354,000
|
|
0.2857
|
|
Open market sale
|
Dr. Pestell
|
|
10/29/2019
|
|
520,000
|
|
0.2957
|
|
Open market sale
|
Dr. Pestell
|
|
10/30/2019
|
|
8,553
|
|
0.3055
|
|
Open market sale
|
Dr. Pestell
|
|
10/31/2019
|
|
50,000
|
|
0.3016
|
|
Open market sale
|
Dr. Pestell
|
|
11/01/2019
|
|
69,000
|
|
0.3022
|
|
Open market sale
|
Dr. Pestell
|
|
11/04/2019
|
|
388,000
|
|
0.3125
|
|
Open market sale
|
Dr. Pestell
|
|
11/05/2019
|
|
100,000
|
|
0.3050
|
|
Open market sale
|
Dr. Pestell
|
|
11/06/2019
|
|
487,000
|
|
0.3028
|
|
Open market sale
|
Dr. Pestell
|
|
11/07/2019
|
|
231,000
|
|
0.3102
|
|
Open market sale
|
Dr. Pestell
|
|
11/08/2019
|
|
291,000
|
|
0.3127
|
|
Open market sale
|
Prostagene
|
|
11/08/2019
|
|
9,000
|
|
0.3127
|
|
Open market sale
|
Dr. Pestell
|
|
11/11/2019
|
|
249,290
|
|
0.3054
|
|
Open market sale
|
Prostagene
|
|
11/11/2019
|
|
7,710
|
|
0.3054
|
|
Open market sale
|
Dr. Pestell
|
|
11/12/2019
|
|
378,300
|
|
0.3128
|
|
Open market sale
|
Prostagene
|
|
11/12/2019
|
|
11,700
|
|
0.3128
|
|
Open market sale
|
Dr. Pestell
|
|
11/13/2019
|
|
270,630
|
|
0.3028
|
|
Open market sale
|
Prostagene
|
|
11/13/2019
|
|
8,370
|
|
0.3028
|
|
Open market sale
|
Dr. Pestell
|
|
11/14/2019
|
|
970,000
|
|
0.3356
|
|
Open market sale
|
Prostagene
|
|
11/14/2019
|
|
30,000
|
|
0.3356
|
|
Open market sale
|
As a result of the foregoing transactions, as of November 14, 2019, for purposes of Reg. Section 240.13d-3, Dr. Pestell may
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be deemed to beneficially own 12,022,303 shares of Common Stock of the Issuer directly and 5,558,775 shares of Common Stock of the Issuer indirectly through ProstaGene. Dr. Pestell disclaims beneficial ownership of the 5,558,775 shares of Common Stock held directly by ProstaGene except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
(e) As of November 14, 2019, as a result of the open market sales reported in Item 5 of this Schedule 13D, Dr. Pestell ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
December 3, 2019
|
|
(Date)
|
|
|
|
/s/ Richard G. Pestell, M.D., Ph.D.
|
|
Richard G. Pestell, M.D., Ph.D.*
|
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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