| FORM
3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person
*
| 1111 MAIN STREET, SUITE 660 |
|
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
05/18/2021
|
3. Issuer Name
and
Ticker or Trading Symbol
CytoDyn Inc.
[
CYDY
]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
|
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| Chief Financial Officer |
|
5. 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 Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
|
Non-qualified Stock Option (right to buy)
|
01/16/2021 |
01/16/2030 |
Common Stock
|
50,000
|
1.03
|
D
|
|
|
Non-qualified Stock Option (right to buy)
|
02/21/2021 |
02/21/2030 |
Common Stock
|
50,000
|
1.1
|
D
|
|
|
Non-qualified Stock Option (right to buy)
|
07/22/2021 |
07/22/2030 |
Common Stock
|
100,000
|
5.57
|
D
|
|
|
Non-qualified Stock Option (right to buy)
|
02/17/2022 |
02/17/2031 |
Common Stock
|
50,000
|
5.54
|
D
|
|
| Explanation of Responses: |
|
|
Arian Colachis, Attorney-in-fact |
05/27/2021 |
|
** 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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING KNOW ALL PERSONS BY THESE
PRESENTS, that the undersigned hereby makes, constitutes and appoints
Arian Colachis, SVP and General Counsel and Corporate Secretary of Cytodyn Inc.
(the Company),as the undersigned's true and lawful attorneys-in-fact
(individually, the Attorney-in-Fact), each with full power of substitution and
resubstitution, with the power to act alone for the undersigned and in
the undersigned's name, place and stead, in any and all capacities to:
1. Prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the Securities and Exchange Commission SEC a Form
ID, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required or considered
advisable under Section 16 of the Securities Exchange Act of 1934 "the
Exchange Act" or any rule or regulation of the SEC; 2. Prepare, execute
and submit to the SEC, any national securities exchange or securities
quotation system and the Company any and all reports, including any
amendment thereto, of the undersigned required or considered advisable
under Section 16 of the Exchange Act and the rules and regulations
thereunder, with respect to the equity securities of the Company,
including Forms 3, 4 and 5; and 3. Obtain, as the undersigned's
representative and on the undersigned's behalf, information regarding
transactions in the Company's equity securities from any third party,
including the Company and any brokers, dealers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any
such third party to release any such information to the Attorney-in-Fact.
The undersigned acknowledges that: a) This Limited Power of Attorney
authorizes, but does not require, the Attorney-in-Fact to act at his or
her discretion on information provided to such Attorney-in-Fact without
independent verification of such information; b) Any documents prepared
or executed by the Attorney-in-Fact on behalf of the undersigned pursuant
to this Limited Power of Attorney will be in such form and will contain
such information as the Attorney-in-Fact, in his or her discretion, deems
necessary or desirable; c) Neither the Company nor the Attorney-in-Fact
assumes any liability for the undersigned's responsibility to comply with
the requirements of Section 16 of the Exchange Act, any liability of the
undersigned for any failure to comply with such requirements, or any
liability of the undersigned for disgorgement of profits under Section
16b of the Exchange Act; and d) This Limited Power of Attorney does not
relieve the undersigned from responsibility for compliance with the
undersigned's obligations under Section 16 of the Exchange Act,
including, without limitation, the reporting requirements under Section
16 of the Exchange Act. The undersigned hereby grants to the
Attorney-in-Fact full power and authority to do and perform each and
every act and thing requisite, necessary or convenient to be done in
connection with the foregoing, as fully, to all intents and purposes,
as the undersigned might or could do in person, hereby ratifying and
confirming all that the Attorney-in-Fact, or his or her substitute or
substitutes, shall lawfully do or cause to be done by authority of this
Limited Power of Attorney. This Limited Power of Attorney shall remain
in full force and effect until the undersigned is no longer required to
file Forms 4 or 5 with respect to the undersigned's holdings of and
transactions in equity securities of the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact. This Limited Power of Attorney revokes all previous
powers of attorney with respect to the subject matter of this Limited
Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of
Attorney as of May 21, 2021 /s/ Antonio Migliarese
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