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).
1. Name and Address of Reporting Person*
ALPHA ADVISORS, LLC

(Last) (First) (Middle)
P.O. BOX 2477

(Street)
LAKELAND FL 33806-2477

(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 X 10% Owner
Officer (give title below) X Other (specify below)
Indirect
3. Date of Earliest Transaction (Month/Day/Year)
02/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock 05/05/2015 P(1) 104,153 A $0.5 2,199,853 I See Footnote(2)
Common Stock 06/05/2015 P(3) 36,690 A $0.5 2,236,543 I See Footnote(2)
Common Stock 06/24/2015 C(4) 2,999,086 A $0.675 5,235,629 I See Footnote(2)
Common Stock 06/24/2015 C(4) 2,238,880 A $0.675 7,474,509 I See Footnote(2)
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
Convertible Promissory Note $0.675(5) 02/06/2015 P $1,500,000 02/06/2015 08/05/2015(6) Common Stock 2,238,880(7) (8) 2,238,880 I By Alpha Venture Capital Partners, L.P.
Warrants to Purchase Common Stock $0.5 02/06/2015 P 75,000 02/06/2015 02/28/2020 Common Stock 75,000 (8) 75,000 I By Alpha Venture Capital Partners, L.P.
Convertible Promissory Note(9) $0.675(5) 04/30/2015 H $1,500,000 02/06/2015 08/05/2015 Common Stock 2,238,880(7) $0 0 I By Alpha Venture Capital Partners, L.P.
Convertible Promissory Note(9) $0.675(5) 04/30/2015 P $1,500,000 04/30/2015 08/05/2015 Common Stock 2,238,880(7) $0 2,238,880 I By Alpha Venture Capital Partners, L.P.
Convertible Promissory Note(4) $0.675(5) 06/24/2015 C $2,024,383.3(4) 09/26/2014 09/26/2016 Common Stock 2,999,086 $0 0 I By Alpha Venture Capital Partners, L.P.
Convertible Promissory Note(4) $0.675(5) 06/24/2015 C $1,511,243.8(4) 04/30/2015 08/05/2015 Common Stock 2,238,880 $0 0 I By Alpha Venture Capital Partners, L.P.
Warrant to Purchase Common Stock(4) $0.675 06/24/2015 P 1,000,000 06/24/2015 06/24/2020 Common Stock 1,000,000 $0 1,000,000 I By Alpha Venture Capital Partners, L.P.
1. Name and Address of Reporting Person*
ALPHA ADVISORS, LLC

(Last) (First) (Middle)
P.O. BOX 2477

(Street)
LAKELAND FL 33806-2477

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alpha Venture Capital Partners, L.P.

(Last) (First) (Middle)
P.O. BOX 2477

(Street)
LAKELAND FL 33806

(City) (State) (Zip)
Explanation of Responses:
1. On May 5, 2015, CytoDyn Inc.,-the Company-issued Alpha Venture Capital Partners, L.P.-AVCP-104,153 shares of Common Stock as payment of accrued interest under the Convertible Promissory Note in the original principal amount of $1.5 million issued to AVCP on February 6, 2015, as amended-the 2015 Note.
2. As identified in the Reporting Persons Initial Report on Form 3, filed on July 17, 2015, Alpha Venture Capital Fund, L.P.-AVC Fund-directly owns 230,769 shares of Common Stock. AVCP directly owns the balance of the securities in Table I, Column 5. Alpha Venture Capital Management, LLC-AVC Management-is the general partner of AVCP and AVC Fund but does not make investment decisions on behalf of AVCP or AVC Funds. As the investment advisor of AVCP and AVC Fund, Alpha Advisors, LLC-Alpha Advisors has the exclusive authority to make all investment decisions on behalf of AVCP and AVC Fund. Alpha Advisors disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest in the securities reported herein.
3. On June 5, 2015, the Company issued AVCP 36,690 shares of Common Stock as payment of accrued interest under the 2015 Note, as amended.
4. On June 24, 2015, in discharge of $2,024,383.33 outstanding under the Convertible Promissory Note in the original principal amount of $2 million issued to AVCP on September 26, 2014-the 2014 Note-and-ii-$1,511,243.82 outstanding under the 2015 Note, as amended, the Company issued AVCP 2,994,086 and 2,238,880 shares of Common Stock, respectively, and a warrant to purchase 1,000,000 shares of Common Stock-the Discharge and Termination.
5. At issuance, the conversion price of the 2015 Note was $1.00 per share, subject to reduction to a price per share that is 10% below the lowest sale price that is below $.9444 per share, for shares of Common Stock sold or deemed sold in subsequent securities offerings by the Company. On April 30, 2015, the Company concluded a subsequent securities offering pursuant to which shares of Common Stock were deemed to be sold at a price of $0.75 per share-the Offering. As a result of the Offering, the conversion price of the 2014 Note and 2015 Note was reduced to $0.675 per share, or 90% of the deemed issuance price of $0.75 per share in the Offering
6. At issuance, the 2015 Note was scheduled to mature on May 5, 2015, subject to a one-time option exercisable by the Company to extend the maturity date to August 5, 2015 -the Option. The Company exercised the Option on April 1, 2015.
7. Includes all shares underlying 2015 Note, as amended, at time of Discharge and Termination.
8. The 2015 Note and Warrants to Purchase Common Stock that are reported herein as acquired on February 6, 2015 relate to the execution of the transactions contemplated in that certain Subscription and Investor Rights Agreement between AVC Management and the Company dated February 6, 2015-the Subscription Agreement. Pursuant to the Subscription Agreement, the Company issued AVC Partners-i-the 2015 Note in exchange for cash in an equal amount; and-ii-warrants to purchase a total of 75,000 shares of Common Stock exercisable at a price of $0.50 per share for no additional consideration.
9. On April 30, 2015, the 2015 Note was amended to provide for the payment of accrued interest on such note to be made, at AVCPs option, in either in cash or shares of Common Stock, the latter at a price of $0.50 per share-the Note Amendment. The Note Amendment is reported in Table II above as a disposition of the-old-2015 Note and an acquisition of a new one on April 30, 2015.
/s/Carl Dockery, as Manager of Alpha Advisors, LLC 07/20/2015
/s/Carl Dockery, as Manager of Alpha Venture Capital Management, LLC, General Partner of Alpha Venture Capital Partners, L.P. 07/20/2015
** Signature of Reporting Person Date
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