Scott A. Kelly - Nov 28, 2022 Form 4 Insider Report for CytoDyn Inc. (CYDY)

Role: CMO
Signature: /s/ Antonio Migliarese, Attorney-In-Fact
Stock symbol: CYDY
Transactions as of: Nov 28, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/30/2022, 07:33 PM
Previous filing: Nov 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CYDY	Common Stock	Award	$0	+16.9K	+0.78%	$0.00	2.18M	Nov 30, 2022	Direct	F1
holding	CYDY	Common Stock						782K	Nov 28, 2022	By Spouse

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 (right to buy)	Award	$0	+2.32M		$0.00	2.32M	Nov 28, 2022	Common Stock	2.32M	$0.35	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.
F2	241,190 shares vested on November 28, 2022; the balance will vest on a monthly basis as follows (i) 48,238 shares at the conclusion of each month of Continuous Service (as the term is defined in the Issuer's 2012 Equity Incentive Plan, as amended), from November 2022 through February 2025, and (ii) 48,239 shares at the conclusion of each month of Continuous Service, from March 2025 through May 2026.

Content

Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.

241,190 shares vested on November 28, 2022; the balance will vest on a monthly basis as follows (i) 48,238 shares at the conclusion of each month of Continuous Service (as the term is defined in the Issuer's 2012 Equity Incentive Plan, as amended), from November 2022 through February 2025, and (ii) 48,239 shares at the conclusion of each month of Continuous Service, from March 2025 through May 2026.