Statement of Changes in Beneficial Ownership (4)
November 29 2021 - 6:30PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Patel Samir Rashmikant |
2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc.
[
CYDY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1111 MAIN STREET SUITE 660 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/24/2021 |
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(Street)
VANCOUVER, WA 98660
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | | | 225000 | (1) | 10/18/2031 | Common Stock | 225000 | (1) | 0 | D | |
| Non-qualified Stock Option | $1.39 | 11/24/2021 | | A (1) | | 93750 | | (1) | 10/18/2031 | Common Stock | 93750 | (1) | 93750 | D | |
| Non-qualified Stock Option | $6.15 | 11/24/2021 | | D (1) | | | 225000 | (2) | 6/25/2030 | Common Stock | 225000 | (1) | 0 | D | |
| Non-qualified Stock Option | $6.15 | 11/24/2021 | | A (1) | | 225000 | | (2) | 6/25/2030 | Common Stock | 225000 | (1) | 225000 | D | |
| Non-qualified Stock Option | $2.25 | 11/24/2021 | | D (1) | | | 12329 | 5/31/2020 | 4/17/2030 | Common Stock | 12329 | (1) | 0 | D | |
| Non-qualified Stock Option | $2.25 | 11/24/2021 | | A (1) | | 12329 | | 5/31/2020 | 4/17/2030 | Common Stock | 12329 | (1) | 12329 | 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 |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Patel Samir Rashmikant
1111 MAIN STREET SUITE 660
VANCOUVER, WA 98660 | X |
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Signatures
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| Antonio Migliarese, Attorney-In-Fact | | 11/29/2021 |
| **Signature of Reporting Person | Date |
CytoDyn (QB) (USOTC:CYDY)
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