SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


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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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Migliarese Antonio
(Last) (First) (Middle)
1111 MAIN STREET, SUITE 660
(Street)
VANCOUVER WA 98660
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc. [ CYDY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 (right to buy) $1.03 01/03/2024 D 50,000 (1) 01/16/2030 Common Stock 50,000 (2) 0 D
Non-qualified stock option (right to buy) $1.1 01/03/2024 D 50,000 (1) 02/21/2030 Common Stock 50,000 (2) 0 D
Non-qualified stock option (right to buy) $5.57 01/03/2024 D 100,000 (1) 07/22/2030 Common Stock 100,000 (2) 0 D
Non-qualified stock option (right to buy) $5.54 01/03/2024 D 50,000 (3) 02/17/2031 Common Stock 50,000 (2) 0 D
Non-qualified stock option (right to buy) $1.32 01/03/2024 D 1,000,000 (4) 08/06/2031 Common Stock 1,000,000 (2) 0 D
Non-qualified stock option (right to buy) $0.58 01/03/2024 D 630,222 (5) 09/20/2032 Common Stock 630,222 (2) 0 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 50,000 01/03/2024 01/16/2030 Common Stock 50,000 (2) 50,000 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 50,000 01/03/2024 02/21/2030 Common Stock 50,000 (2) 50,000 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 100,000 01/03/2024 07/22/2030 Common Stock 100,000 (2) 100,000 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 50,000 (6) 02/17/2031 Common Stock 50,000 (2) 50,000 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 1,000,000 (7) 08/06/2031 Common Stock 1,000,000 (2) 1,000,000 D
Non-qualified stock option (right to buy) $0.21 01/03/2024 A 630,222 (8) 09/20/2032 Common Stock 630,222 (2) 630,222 D
Explanation of Responses:
1. The option was fully vested and exercisable prior to January 3, 2024.
2. The outstanding option was cancelled in exchange for a new option having a lower exercise price.
3. Vesting was scheduled to occur in three equal annual installments beginning on February 17, 2022.
4. Vesting was scheduled to occur in three equal annual installments beginning on August 6, 2022.
5. 25% of the award vested on January 24, 2023, with the balance scheduled to vest in 36 equal monthly installments, subject to Continuous Service (as the term is defined in the Issuer's 2012 Equity Incentive Plan, as amended) through the applicable vesting date.
6. 33,300 shares were fully vested and exercisable on January 3, 2024; the balance is scheduled to vest on February 17, 2024.
7. 666,000 shares were fully vested and exercisable on January 3, 2024; the balance is scheduled to vest on August 6, 2024.
8. 301,975 shares were fully vested and exercisable on January 3, 2024; the balance will vest in equal monthly installments at the conclusion of each month of Continuous Service beginning at the end of January 2024 through January 2026.
/s/ Antonio Migliarese 01/05/2024
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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