SEC Form 4 · accession 0000899243-18-029188

CytoDyn Inc. · CYDY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carl Dockery

Director

Period of report

Nov 16, 2018

Accepted (ET)

Nov 16, 2018 · 6:29 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 Stock^F1,F2,F3	Nov 16, 2018	D	7,578,095	—	D	0	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options (right to buy)^F1,F2	$0.81	Nov 16, 2018	D	33,973	D	Jun 1, 2015	Oct 6, 2024	Common Stock	33,973	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	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	D
Stock Options (right to buy)^F1,F2,F4	$0.57	Nov 16, 2018	D	75,000	D	—	Jun 1, 2027	Common Stock	75,000	D
Stock Options (right to buy)^F1,F2	$0.56	Nov 16, 2018	D	136,563	D	Feb 7, 2018	Feb 7, 2028	Common Stock	136,563	D
Stock Options (right to buy)^F1,F2,F5	$0.49	Nov 16, 2018	D	100,000	D	—	Jun 8, 2028	Common Stock	100,000	D
Stock Options (right to buy)^F1,F2	$0.565	Nov 16, 2018	D	250,000	D	Nov 8, 2018	Nov 8, 2028	Common Stock	250,000	D
Warrants (right to buy)^F1,F2,F3	$0.50	Nov 16, 2018	D	75,000	D	Feb 6, 2015	Feb 28, 2020	Common Stock	75,000	I
Warrants (right to buy)^F1,F2,F3	$0.675	Nov 16, 2018	D	1,000,000	D	Jun 24, 2015	Jun 24, 2020	Common Stock	1,000,000	I
Warrants (right to buy)^F1,F2,F3	$0.75	Nov 16, 2018	D	33,333	D	Jan 31, 2018	Jul 28, 2022	Common Stock	33,333	I
Warrants (right to buy)^F1,F2,F3	$0.75	Nov 16, 2018	D	66,667	D	Jan 31, 2018	Jan 31, 2023	Common Stock	66,667	I
Warrants (right to buy)^F1,F2,F3	$0.50	Nov 16, 2018	D	250,000	D	Sep 26, 2014	Dec 31, 2019	Common Stock	250,000	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 reported securities are held by Alpha Venture Capital Partners, L.P. ("AVCP") and Alpha Venture Capital Fund, L.P. ("ACVF"), with 7,347,326 shares held by AVCP and 230,769 shares held by AVCF. Carl Dockery is the sole member of Alpha Advisors, LLC, the investment advisor for AVCP and AVCF, and is the managing member of Alpha Venture Capital Management, LLC, the general partner of AVCP and AVCF. Mr. Dockery disclaims beneficial ownership of the securities held by AVCP and AVCF, except to the extent of his pecuniary interest in such securities.
F4The options vest in four equal quarterly installments commencing on September 1, 2017.
F5The options vest in four equal quarterly installments commencing on September 1, 2018.