Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Naydenov Jordan G
   2. Issuer Name and Ticker or Trading Symbol
CYTODYN INC [CYDY] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
20533 SE EVERGREEN HWY		 3. Date of Earliest Transaction (Month/Day/Year)
03/16/2009
(Street)

CAMAS, WA 98607		 4. If Amendment, Date Original Filed(Month/Day/Year)
09/29/2009		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) (1) $ 1 03/16/2009   A   20,000   03/16/2009 03/16/2014 Common 20,000 $ 0 20,000 (1) D  
Warrants (right to buy) (1) $ 1 04/18/2009   A   80,000   04/18/2009 04/18/2014 Common 80,000 $ 0 80,000 (1) D  
Warrants (right to buy) (1) $ 1 04/29/2009   A   50,000   04/29/2009 04/29/2014 Common 50,000 $ 0 50,000 (1) D  
Warrants (right to buy) (1) $ 1 05/18/2009   A   100,000   05/18/2009 05/18/2014 Common 100,000 $ 0 100,000 (1) D  
Warrants (right to buy) (1) $ 1 06/01/2009   A   53,200   06/01/2009 06/01/2014 Common 53,200 $ 0 53,200 (1) D  
Series B Convertible Preferred Stock $ 0 (2) 09/28/2009   P   40,000   09/28/2009   (3) Common 400,000 $ 5 40,000 D  
Series B Convertible Preferred Stock $ 0 01/13/2010   P   20,000   01/13/2010   (3) Common 200,000 $ 5 60,000 D  
Options (right to buy) $ 1.95 01/13/2010   A   75,000     (4) 01/13/2014 Common 75,000 $ 0 75,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Naydenov Jordan G
20533 SE EVERGREEN HWY
CAMAS, WA 98607		   X      

Signatures

 Jordan Naydenov   10/31/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The previously reported warrants contained various scrivener's errors: The warrants were acquired on various dates with varying expiration dates, all acquired prior to the date the reporting person was required to report his holdings and should have been reported as of 07/01/2009.
(2) The previously reported Series B Convertible Preferred Stock contained a scrivener's error: The Conversion or Exercise Price of the Derivative securities should have been $0.
(3) None.
(4) The options vested beginning 02/13/2010 in 36 equal monthly installments.

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