0000899243-18-029254.txt : 20181119 0000899243-18-029254.hdr.sgml : 20181119 20181119080019 ACCESSION NUMBER: 0000899243-18-029254 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181116 FILED AS OF DATE: 20181119 DATE AS OF CHANGE: 20181119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caracciolo Anthony CENTRAL INDEX KEY: 0001258929 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-49908 FILM NUMBER: 181191246 MAIL ADDRESS: STREET 1: 1111 MAIN STREET, SUITE 660 CITY: VANCOUVER STATE: WA ZIP: 98660 FORMER NAME: FORMER CONFORMED NAME: CARACCIOLO ANTHONY DATE OF NAME CHANGE: 20030807 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CytoDyn Inc. CENTRAL INDEX KEY: 0001175680 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 753056237 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 BUSINESS ADDRESS: STREET 1: 1111 MAIN STREET, SUITE 660 CITY: VANCOUVER STATE: WA ZIP: 98660 BUSINESS PHONE: 360-980-8524 MAIL ADDRESS: STREET 1: 1111 MAIN STREET, SUITE 660 CITY: VANCOUVER STATE: WA ZIP: 98660 FORMER COMPANY: FORMER CONFORMED NAME: CYTODYN INC DATE OF NAME CHANGE: 20031114 FORMER COMPANY: FORMER CONFORMED NAME: REXRAY CORP DATE OF NAME CHANGE: 20020617 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-11-16 0 0001175680 CytoDyn Inc. CYDY 0001258929 Caracciolo Anthony 1111 MAIN STREET, SUITE 660 VANCOUVER WA 98660 1 0 0 0 Common Stock 2018-11-16 4 A 0 2093972 A 2093972 I By Caracciolo Family Trust Common Stock 2018-11-16 4 A 0 200000 A 200000 I By Caracciolo Group LLC Common Stock 2018-11-16 4 A 0 26000 A 26000 I By Spouse Common Stock 2018-11-16 4 A 0 62136 A 62136 D Stock Options (right to buy) 0.64 2018-11-16 4 A 0 100000 A 2014-05-29 2019-05-29 Common Stock 100000 100000 D Stock Options (right to buy) 0.66 2018-11-16 4 A 0 50000 A 2015-06-01 2019-06-01 Common Stock 50000 50000 D Stock Options (right to buy) 2.90 2018-11-16 4 A 0 11543 A 2013-05-21 2022-05-21 Common Stock 11543 11543 D Stock Options (right to buy) 1.55 2018-11-16 4 A 0 25000 A 2013-06-01 2022-06-01 Common Stock 25000 25000 D Stock Options (right to buy) 0.975 2018-11-16 4 A 0 50000 A 2016-09-01 2025-06-01 Common Stock 50000 50000 D Stock Options (right to buy) 0.97 2018-11-16 4 A 0 250000 A 2015-06-11 2025-06-11 Common Stock 250000 250000 D Stock Options (right to buy) 1.09 2018-11-16 4 A 0 50000 A 2017-06-01 2026-06-01 Common Stock 50000 50000 D Stock Options (right to buy) 0.76 2018-11-16 4 A 0 550000 A 2027-02-12 Common Stock 550000 550000 D Stock Options (right to buy) 0.76 2018-11-16 4 A 0 450000 A 2027-02-12 Common Stock 450000 450000 D Stock Options (right to buy) 0.56 2018-11-16 4 A 0 128530 A 2018-02-07 2028-02-07 Common Stock 128530 128530 D Stock Options (right to buy) 0.80 2018-11-16 4 A 0 50000 A 2018-02-15 2028-02-15 Common Stock 50000 50000 D Stock Options (right to buy) 0.49 2018-11-16 4 A 0 950000 A 2028-06-08 Common Stock 950000 950000 D Warrants (right to buy) 0.75 2018-11-16 4 A 0 1333334 A 2018-01-31 2023-01-31 Common Stock 1333334 1333334 I By Caracciolo Family Trust Warrants (right to buy) 0.75 2018-11-16 4 A 0 333333 A 2017-05-31 2022-05-31 Common Stock 333333 333333 I By Caracciolo Family Trust Warrants (right to buy) 0.75 2018-11-16 4 A 0 333333 A 2017-06-19 2022-05-31 Common Stock 333333 333333 I By Caracciolo Family Trust Warrants (right to buy) 0.75 2018-11-16 4 A 0 200000 A 2017-11-08 2022-11-08 Common Stock 200000 200000 I By Caracciolo Group LLC On 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. In 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). The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The options (including predecessor options) vest in equal monthly installments over the two-year period commencing on March 12, 2017. The options (including predecessor options) vest upon the achievement of certain strategic milestones specified in the award agreement. The options vest in equal monthly installments over the two-year period commencing on July 8, 2018. /s/ Michael D. Mulholland, as attorney-in-fact 2018-11-16