SEC Form 4 · accession 0000899243-18-029186
CytoDyn Inc. · CYDY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony Caracciolo
Director
Period of report
Nov 16, 2018
Accepted (ET)
Nov 16, 2018 · 6:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001175680
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Nov 16, 2018 | D | 2,093,972 | — | D | 0 | I | By Caracciolo Family Trust |
| Common StockF1,F2,F3 | Nov 16, 2018 | D | 200,000 | — | D | 0 | I | By Caracciolo Group LLC |
| Common StockF1,F2 | Nov 16, 2018 | D | 26,000 | — | D | 0 | I | By Spouse |
| Common StockF1,F2 | Nov 16, 2018 | D | 62,136 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F1,F2 | $0.64 | Nov 16, 2018 | D | 100,000 | D | May 29, 2014 | May 29, 2019 | Common Stock | 100,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $0.66 | Nov 16, 2018 | D | 50,000 | D | Jun 1, 2015 | Jun 1, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $2.90 | Nov 16, 2018 | D | 11,543 | D | May 21, 2013 | May 21, 2022 | Common Stock | 11,543 | 0 | D |
| Stock Options (right to buy)F1,F2 | $1.55 | Nov 16, 2018 | D | 25,000 | D | Jun 1, 2013 | Jun 1, 2022 | Common Stock | 25,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $0.975 | Nov 16, 2018 | D | 50,000 | D | Sep 1, 2016 | Jun 1, 2025 | Common Stock | 50,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $0.97 | Nov 16, 2018 | D | 250,000 | D | Jun 11, 2015 | Jun 11, 2025 | Common Stock | 250,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $1.09 | Nov 16, 2018 | D | 50,000 | D | Jun 1, 2017 | Jun 1, 2026 | Common Stock | 50,000 | 0 | D |
| Stock Options (right to buy)F1,F2,F4 | $0.76 | Nov 16, 2018 | D | 550,000 | D | — | Feb 12, 2027 | Common Stock | 550,000 | 0 | D |
| Stock Options (right to buy)F1,F2,F5 | $0.76 | Nov 16, 2018 | D | 450,000 | D | — | Feb 12, 2027 | Common Stock | 450,000 | 0 | D |
| Stock Options (right to buy)F1,F2 | $0.56 | Nov 16, 2018 | D | 128,530 | D | Feb 7, 2018 | Feb 7, 2028 | Common Stock | 128,530 | 0 | D |
| Stock Options (right to buy)F1,F2 | $0.80 | Nov 16, 2018 | D | 50,000 | D | Feb 15, 2018 | Feb 15, 2028 | Common Stock | 50,000 | 0 | D |
| Stock Options (right to buy)F1,F2,F6 | $0.49 | Nov 16, 2018 | D | 950,000 | D | — | Jun 8, 2028 | Common Stock | 950,000 | 0 | D |
| Warrants (right to buy)F1,F2 | $0.75 | Nov 16, 2018 | D | 1,333,334 | D | Jan 31, 2018 | Jan 31, 2023 | Common Stock | 1,333,334 | 0 | I |
| Warrants (right to buy)F1,F2 | $0.75 | Nov 16, 2018 | D | 666,666 | D | Jan 31, 2018 | May 31, 2022 | Common Stock | 666,666 | 0 | I |
| Warrants (right to buy)F1,F2,F3 | $0.75 | Nov 16, 2018 | D | 200,000 | D | Nov 8, 2017 | Nov 8, 2022 | Common Stock | 200,000 | 0 | I |
Explanation of responses
- F1On November 16, 2018, CytoDyn Inc. completed a holding company reorganization in which CytoDyn Inc. ("Old CytoDyn") merged with and into a wholly-owned subsidiary of Point NewCo Inc. (which has been renamed CytoDyn Inc.) ("New CytoDyn") with Old CytoDyn continuing as the surviving corporation and as a wholly-owned subsidiary of New CytoDyn (the "Holding Company Reorganization"). In the Holding Company Reorganization, each outstanding share of Old CytoDyn capital stock (including common stock and Series B preferred stock) was disposed of in exchange for an equivalent share of New CytoDyn capital stock, and each Old CytoDyn warrant, convertible promissory note and stock option was converted into an equivalent right to purchase New CytoDyn common stock.
- F2In connection with the transactions consummated on November 16, 2018, immediately after the effective time of the Holding Company Reorganization, New CytoDyn issued to ProstaGene, LLC 27,000,000 newly issued shares of New CytoDyn common stock (representing approximately 6.5% of the total number of outstanding shares of New CytoDyn common stock, after giving effect to such issuance).
- F3The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
- F4The options vest in equal monthly installments over the two-year period commencing on March 12, 2017.
- F5The options vest upon the achievement of certain strategic milestones specified in the award agreement.
- F6The options vest in equal monthly installments over the two-year period commencing on July 8, 2018.