Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13D |
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The Securities Exchange Act of 1934
(Amendment No. 2)*
CytoDyn Inc.
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
23283M101
(CUSIP Number)
Richard G. Pestell, M.D., Ph.D.
c/o CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, Washington 98660
Telephone: (360) 980-8524
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 14, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 23283M101 | |||||
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1. |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): | |||
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions): | |||
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(a) |
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(b) |
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3. |
SEC Use Only | |||
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4. |
Source of Funds (See Instructions): | |||
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o | |||
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6. |
Citizenship or Place of Organization: | |||
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Number of |
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Sole Voting Power: | |||
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8. |
Shared Voting Power: | ||||
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9. |
Sole Dispositive Power: | ||||
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10. |
Shared Dispositive Power: | ||||
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person: | |||
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o | |||
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13. |
Percent of Class Represented by Amount in Row (11): | |||
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14. |
Type of Reporting Person (See Instructions): | |||
* See Item 5 for additional information.
EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) to Schedule 13D is being filed by Dr. Richard G. Pestell, a citizen of Australia and the United States of America (“Dr. Pestell”), as the founder and majority equity holder of ProstaGene, LLC, a Delaware limited liability company (“ProstaGene”).
This Amendment is being filed to supplement and amend the Schedule 13D initially filed with the Securities and Exchange Commission on November 26, 2018 and amended on February 25, 2019 (the “prior Schedule 13D”) with respect to beneficial ownership of the shares of Common Stock, par value $.001 per share (the “Common Stock”) of CytoDyn Inc., a Delaware corporation (the “Issuer”). The prior Schedule 13D, as amended and supplemented by this Amendment, is referred to herein as “this Schedule 13D.”
This Amendment constitutes an exit filing for Dr. Pestell.
This Amendment hereby amends Item 5 of the prior Schedule 13D as follows:
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended and supplemented by adding the following information:
(a)-(b) Set forth below is the aggregate number and percentage of outstanding shares of Common Stock of the Issuer owned beneficially by Dr. Pestell based upon 391,761,340 shares of Common Stock of the Issuer, issued and outstanding as of November 19, 2019, based on information reported by the Issuer in its prospectus filed pursuant to Rule 424(b)(5), filed with the Securities and Exchange Commission on November 20, 2019:
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Name |
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Shares
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Percentage of Shares of |
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Dr. Pestell |
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Common Stock - 17,581,078 |
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4.5 |
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(c) The following transactions have occurred during the past sixty days by Dr. Pestell or ProstaGene:
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Name |
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Trade Date |
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Number of |
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Price Per Share |
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Where and How |
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Prostagene |
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10/18/2019 |
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330,000 |
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0.2888 |
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Open market sale |
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Dr. Pestell |
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10/25/2019 |
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150,000 |
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0.3289 |
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Open market sale |
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Dr. Pestell |
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10/28/2019 |
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354,000 |
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0.2857 |
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Open market sale |
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Dr. Pestell |
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10/29/2019 |
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520,000 |
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0.2957 |
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Open market sale |
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Dr. Pestell |
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10/30/2019 |
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8,553 |
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0.3055 |
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Open market sale |
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Dr. Pestell |
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10/31/2019 |
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50,000 |
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0.3016 |
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Open market sale |
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Dr. Pestell |
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11/01/2019 |
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69,000 |
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0.3022 |
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Open market sale |
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Dr. Pestell |
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11/04/2019 |
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388,000 |
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0.3125 |
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Open market sale |
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Dr. Pestell |
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11/05/2019 |
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100,000 |
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0.3050 |
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Open market sale |
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Dr. Pestell |
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11/06/2019 |
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487,000 |
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0.3028 |
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Open market sale |
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Dr. Pestell |
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11/07/2019 |
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231,000 |
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0.3102 |
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Open market sale |
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Dr. Pestell |
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11/08/2019 |
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291,000 |
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0.3127 |
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Open market sale |
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Prostagene |
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11/08/2019 |
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9,000 |
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0.3127 |
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Open market sale |
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Dr. Pestell |
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11/11/2019 |
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249,290 |
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0.3054 |
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Open market sale |
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Prostagene |
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11/11/2019 |
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7,710 |
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0.3054 |
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Open market sale |
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Dr. Pestell |
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11/12/2019 |
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378,300 |
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0.3128 |
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Open market sale |
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Prostagene |
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11/12/2019 |
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11,700 |
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0.3128 |
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Open market sale |
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Dr. Pestell |
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11/13/2019 |
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270,630 |
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0.3028 |
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Open market sale |
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Prostagene |
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11/13/2019 |
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8,370 |
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0.3028 |
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Open market sale |
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Dr. Pestell |
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11/14/2019 |
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970,000 |
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0.3356 |
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Open market sale |
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Prostagene |
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11/14/2019 |
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30,000 |
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0.3356 |
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Open market sale |
As a result of the foregoing transactions, as of November 14, 2019, for purposes of Reg. Section 240.13d-3, Dr. Pestell may
be deemed to beneficially own 12,022,303 shares of Common Stock of the Issuer directly and 5,558,775 shares of Common Stock of the Issuer indirectly through ProstaGene. Dr. Pestell disclaims beneficial ownership of the 5,558,775 shares of Common Stock held directly by ProstaGene except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
(e) As of November 14, 2019, as a result of the open market sales reported in Item 5 of this Schedule 13D, Dr. Pestell ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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December 3, 2019 |
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(Date) |
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/s/ Richard G. Pestell, M.D., Ph.D. |
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Richard G. Pestell, M.D., Ph.D.* |
* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).