4//SEC Filing
Pestell Richard MD 4
Accession 0000899243-18-029500
CIK 0001175680other
Filed
Nov 19, 7:00 PM ET
Accepted
Nov 20, 6:36 PM ET
Size
10.6 KB
Accession
0000899243-18-029500
Insider Transaction Report
Form 4
CytoDyn Inc.CYDY
Pestell Richard MD
DirectorChief Medical Officer
Transactions
- Award
Common Stock
2018-11-16$0.57/sh+12,782,440$7,280,878→ 21,124,440 total(indirect: By LLC) - Award
Common Stock
2018-11-16$0.57/sh+8,342,000$4,751,603→ 8,342,000 total - Award
Stock Options (right to buy)
2018-11-16+350,000→ 350,000 totalExercise: $0.55Exp: 2028-11-16→ Common Stock (350,000 underlying)
Footnotes (4)
- [F1]On November 16, 2018, CytoDyn Inc. (the "Company") completed its acquisition (the "Acquisition") of substantially all the assets and certain liabilities of ProstaGene, LLC ("ProstaGene"). As consideration for the Acquisition, the Company issued to ProstaGene an aggregate of 27,000,000 shares of common stock, valued at $0.5696 per share, based upon the closing share price as of November 15, 2018.
- [F2]Of the shares of common stock issued to ProstaGene on the closing date, 8,342,000 shares were further distributed to Dr. Richard G. Pestell immediately upon the closing. Such shares are subject to certain transfer restrictions and forfeiture obligations, as specified in the agreements relating to the Acquisition, vesting ratably each year over three years subject to certain continuing employment obligations of Dr. Pestell to the Company.
- [F3]As of the closing date, Dr. Pestell held an indirect interest in (i) 8,611,427 of 13,258,000 shares of common stock issued to ProstaGene on the closing date for further distribution to its members following the closing, and (ii) 4,171,013 of 5,400,000 shares of common stock held in escrow for the benefit of ProstaGene and its members, vesting ratably every six months over eighteen months, which are subject to forfeiture to satisfy certain indemnity obligations of ProstaGene to the Company. Dr. Pestell disclaims beneficial ownership of any shares held by or for the benefit of ProstaGene, except to the extent of his pecuniary interest therein.
- [F4]The options vest in three equal annual installments commencing on November 16, 2019.
Documents
Issuer
CytoDyn Inc.
CIK 0001175680
Entity typeother
Related Parties
1- filerCIK 0001748200
Filing Metadata
- Form type
- 4
- Filed
- Nov 19, 7:00 PM ET
- Accepted
- Nov 20, 6:36 PM ET
- Size
- 10.6 KB