SEC Form 4 · accession 0000899243-18-029191

CytoDyn Inc. · CYDY

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

Reporting owner

Michael A Klump

Director

Period of report

Nov 16, 2018

Accepted (ET)

Nov 16, 2018 · 6:32 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	7,034,520	—	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,F4	$0.47	Nov 16, 2018	D	80,822	D	—	Aug 10, 2028	Common Stock	80,822	D
Warrants (right to buy)^F1,F2	$1.35	Nov 16, 2018	D	125,000	D	Apr 26, 2016	Apr 26, 2021	Common Stock	125,000	D
Warrants (right to buy)^F1,F2,F3	$0.75	Nov 16, 2018	D	1,000,000	D	Feb 16, 2018	Feb 16, 2023	Common Stock	1,000,000	I
Warrants (right to buy)^F1,F2,F3	$1.00	Nov 16, 2018	D	1,933,333	D	Dec 12, 2016	Dec 12, 2021	Common Stock	1,933,333	I
Warrants (right to buy)^F1,F2	$1.00	Nov 16, 2018	D	66,667	D	Dec 12, 2016	Dec 12, 2021	Common Stock	66,667	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 Argonne Trading, LLC, a Georgia limited liability company ("Argonne Trading"). Argonne Capital Group, LLC, a Georgia limited liability company ("Argonne Capital"), is the sole member of Argonne Trading. Michael A. Klump is Manager, President and Chief Executive Officer of Argonne Capital. Mr. Klump disclaims beneficial ownership of the securities held by Argonne Trading, except to the extent of his pecuniary interest therein.
F4The options vested with respect to 5,822 shares on September 1, 2018, and the remaining shares vest in three equal quarterly installments commencing on December 1, 2018.