Filing Details

 

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D

 

The Securities Exchange Act of 1934
(Amendment No. 2)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 persons 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).

 

 

 

*  See Item 5 for additional information.

 

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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:

 

Name		Shares of Common Stock Beneficially Owned		Percentage of Shares of  Common Stock Beneficially  Owned
Dr. Pestell		Common Stock - 17,581,078		4.5	%

 

(c) The following transactions have occurred during the past sixty days by Dr. Pestell or ProstaGene:

 

Name		Trade Date		Number of  Shares Sold		Price Per Share		Where and How  Transaction was Effected
Prostagene		10/18/2019		330,000		0.2888		Open market sale
Dr. Pestell		10/25/2019		150,000		0.3289		Open market sale
Dr. Pestell		10/28/2019		354,000		0.2857		Open market sale
Dr. Pestell		10/29/2019		520,000		0.2957		Open market sale
Dr. Pestell		10/30/2019		8,553		0.3055		Open market sale
Dr. Pestell		10/31/2019		50,000		0.3016		Open market sale
Dr. Pestell		11/01/2019		69,000		0.3022		Open market sale
Dr. Pestell		11/04/2019		388,000		0.3125		Open market sale
Dr. Pestell		11/05/2019		100,000		0.3050		Open market sale
Dr. Pestell		11/06/2019		487,000		0.3028		Open market sale
Dr. Pestell		11/07/2019		231,000		0.3102		Open market sale
Dr. Pestell		11/08/2019		291,000		0.3127		Open market sale
Prostagene		11/08/2019		9,000		0.3127		Open market sale
Dr. Pestell		11/11/2019		249,290		0.3054		Open market sale
Prostagene		11/11/2019		7,710		0.3054		Open market sale
Dr. Pestell		11/12/2019		378,300		0.3128		Open market sale
Prostagene		11/12/2019		11,700		0.3128		Open market sale
Dr. Pestell		11/13/2019		270,630		0.3028		Open market sale
Prostagene		11/13/2019		8,370		0.3028		Open market sale
Dr. Pestell		11/14/2019		970,000		0.3356		Open market sale
Prostagene		11/14/2019		30,000		0.3356		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

 

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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.

 

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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.

 

	December 3, 2019
	(Date)
	/s/ Richard G. Pestell, M.D., Ph.D.
	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).

 

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