X0305 4 2012-05-01 0 0001175680 CYTODYN INC CYDY 0001438554 Dembow George F 110 CRENSHAW LAKE ROAD LUTZ FL 33548 1 0 0 0 Common Stock 2012-05-01 4 S 0 12009 2.07 D 325891 D Common Stock 2012-05-02 4 S 0 1500 2 D 324391 D This transaction was executed in multiple trades at prices ranging from $2.00 to $2.10. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the Securities and Exchange Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price for all transactions reported on this Form 4. George F. Dembow 2012-05-03