Gordon A. Gardiner - 24 Nov 2021 Form 4/A - Amendment Insider Report for CytoDyn Inc. (CYDY)

Role: Director
Signature: /s/ Antonio Migliarese, Attorney-In-Fact Signature of Reporting Person
Issuer symbol: CYDY
Transactions as of: 24 Nov 2021
Net transactions value: $0
Form type: 4/A - Amendment
Filing time: 30 Nov 2021, 17:31:07 UTC
Date Of Original Report: 29 Nov 2021
Previous filing: 20 Oct 2021
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CYDY	Non-qualified Stock Option	Disposed to Issuer		-225,000	-100%		0	24 Nov 2021	Common Stock	225,000	$1.39	Direct	F1
transaction	CYDY	Non-qualified Stock Option	Award		+93,750			93,750	24 Nov 2021	Common Stock	93,750	$1.39	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Gordon A. Gardiner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, the stock option granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on December 1, 2021, with the balance of the unvested portion of such option immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.

Content

The term of the Reporting Person's Continuous Service (as defined in the Issuer's 2012 Equity Incentive Plan, as amended (the "2012 Plan")) as a director of the Issuer ended as of the conclusion of the Issuer's 2021 Annual Meeting of Stockholders on November 24, 2021. Effective immediately prior to the end of the Reporting Person's Continuous Service, the stock option granted to the Reporting Person under the 2012 Plan was amended to (a) vest and become immediately exercisable, to the extent it would have become vested on December 1, 2021, with the balance of the unvested portion of such option immediately forfeited, and (b) cause the option to remain exercisable through the original expiration date instead of terminating 90 days following the end of the Reporting Person's Continuous Service.