FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Kelly Scott A.
   2. Issuer Name and Ticker or Trading Symbol
CytoDyn Inc. [CYDY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman & CMO
(Last)
(First)
(Middle)
C/O CYTODYN INC., 1111 MAIN STREET, SUITE 660		 3. Date of Earliest Transaction (Month/Day/Year)
05/01/2020
(Street)

VANCOUVER, WA 98660		 4. If Amendment, Date Original Filed(Month/Day/Year)
05/05/2020		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Common Stock 05/01/2020   M   7,123 A $ 0.61 1,325,293 D  
Common Stock 05/01/2020   M   75,000 A $ 0.57 1,400,293 D  
Common Stock 05/01/2020   M   97,009 A $ 0.56 1,497,302 D  
Common Stock 05/01/2020   M   100,000 A $ 0.49 1,597,302 D  
Common Stock 05/01/2020   M(1)   250,000 A $ 0.565 1,847,302 D  
Common Stock 05/01/2020   M   66,666 A $ 0.52 1,913,968 D  
Common Stock 05/01/2020   M   750,000 A $ 0.385 2,663,968 D  
Common Stock 05/01/2020   M   93,750 A $ 0.39 2,757,718 D  
Common Stock 05/01/2020   S   1,200,000 D $ 3.2604 (2) 1,557,718 D  
Common Stock 05/04/2020   M   8,334 A $ 0.52 1,566,052 D  
Common Stock               691,208 I By Spouse
Common Stock               23,180 I As Custodian for daughter (3)
Common Stock               22,980 I By Custodian for daughter (3)

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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 Underlying Securities
(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
Nonqualified Stock Option-right to buy $ 0.61 05/01/2020   M   7,123   05/31/2017 04/10/2027 Common Stock 7,123 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.57 05/01/2020   M   75,000   06/01/2018 06/01/2027 Common Stock 75,000 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.56 05/01/2020   M   97,009   02/07/2018 02/07/2028 Common Stock 97,009 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.49 05/01/2020   M   100,000   06/08/2019 06/08/2028 Common Stock 100,000 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.565 05/01/2020   M   250,000   11/08/2018 11/08/2028 Common Stock 250,000 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.52 05/01/2020   M   66,666   03/01/2020(4) 06/18/2029 Common Stock 66,666 $ 0 33,334 D  
Nonqualified Stock Option-right to buy $ 0.385 05/01/2020   M   750,000   09/12/2019 09/12/2029 Common Stock 750,000 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.39 05/01/2020   M   93,750   04/07/2020 10/07/2029 Common Stock 93,750 $ 0 0 D  
Nonqualified Stock Option-right to buy $ 0.52 05/04/2020   M   8,334   03/01/2020(4) 06/18/2029 Common Stock 8,334 $ 0 25,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Kelly Scott A.
C/O CYTODYN INC.
1111 MAIN STREET, SUITE 660
VANCOUVER, WA 98660		   X     Chairman & CMO  

Signatures

 Arian Colachis, Attorney-in-fact   05/15/2020
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This amendment to Form 4 filed on May 5, 2020 amends the transaction code to "M" from the original and incorrect transaction code of "P." The transaction corresponds with the nonqualified option exercise on line 5 in Table II.
(2) This transaction was executed in multiple trades at prices ranging from $3.16 to $3.37. The price above reflects the weighted-average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) The reporting person disclaims beneficial ownership in these securities and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reporting person for purposes of Section 16 or for any other purpose.
(4) Option grant vests every four months beginning September 7, 2019.

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