SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* ALPHA ADVISORS, LLC (Last) (First) (Middle) P.O. BOX 2477 (Street) LAKELAND FL 33806-2477 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/06/2015	3. Issuer Name and Ticker or Trading Symbol CYTODYN INC [ CYDY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) indirect	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	1,864,931	I	By Alpha Venture Capital Partners, L.P.
common stock	230,769	I	By Alpha Venture Capital Fund, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
warrants to purchase common stock	10/23/2013	10/23/2018	common stock	932,465	$0.75	I	By Alpha Venture Capital Partners, L.P.
warrants to purchase common stock	10/23/2013	10/23/2018	common stock	115,385	$0.75	I	By Alpha Venture Capital Fund, L.P.
convertible promissory note	09/26/2014	09/26/2016	common stock	$2,000,000	$1	I	By Alpha Venture Capital Partners, L.P.
warrants to purchase common stock	09/26/2014	12/31/2019	common stock	250,000	$0.5	I	By Alpha Venture Capital Fund, L.P.

1. Name and Address of Reporting Person* ALPHA ADVISORS, LLC (Last) (First) (Middle) P.O. BOX 2477 (Street) LAKELAND FL 33806-2477 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) indirect

1. Name and Address of Reporting Person* Alpha Venture Capital Partners, L.P. (Last) (First) (Middle) P.O. BOX 2477 (Street) LAKELAND FL 33806 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

Remarks:

The securities reported on this Form 3 are owned directly by Alpha Venture Capital Partners, L.P.-AVC Partners-or Alpha Venture Capital Fund, L.P.-AVC Fund-as indicated in Tables I and II of this Form 3. Alpha Venture Capital Management, LLC-AVC Management-is the general partner of AVC Partners and AVC Fund but does not make investment decisions on behalf of AVC Partners or AVC Funds. As the investment advisor of AVC Partners and AVC Fund, Alpha Advisors, LLC-Alpha Advisors-has the exclusive authority to make all investment decisions on behalf of AVCP and AVC Fund. Alpha Advisors does not directly receive dividends or proceeds of sale from the securities owned by AVC Partners or AVC Fund

	/s/Carl Dockery as Manager of Alpha Advisors, LLC	07/17/2015
	/s/Carl Dockery as Manager of Alpha Venture Capital Management, LLC, General Partner of Alpha Venture Capital Partners, L.P.	07/17/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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