SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson Bankole A.

(Last)

(First)

(Middle)

1180 SEMINOLE TRAIL, SUITE 495

(Street)

CHARLOTTESVILLE,

22901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ ADIL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2018

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2018		C		153,114⁽¹⁾	A	$0.44	255,768	D
Common Stock	07/31/2018		J		17,600⁽²⁾	A	⁽²⁾	273,368	D
Common Stock	07/31/2018		P		1,400⁽³⁾	A	⁽³⁾	1,400	D
Common Stock	07/31/2018		A		40,382⁽⁴⁾	A	⁽⁴⁾	313,750	I	Medico-Trans Company, LLC⁽⁵⁾
Common Stock								850,896	I	En Fideicomiso De Mi Vida 11/23/2010 (Trust)⁽⁶⁾
Common Stock								93,000	I	En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017⁽⁶⁾
Common Stock								22,320	I	En Fideicomiso De Mis Suenos 11/23/2010 (Trust)⁽⁶⁾
Common Stock								7,440	I	De Mi Amor 11/23/2010 (Trust)⁽⁶⁾
Common Stock								4,650	I	Efunbowale Johnson⁽⁷⁾
Common Stock								1,395	I	Ade Johnson⁽⁷⁾
Common Stock								1,395	I	Lola Johnson⁽⁷⁾
Common Stock								930	I	Lina Tiouririne⁽⁷⁾
Common Stock								930	I	Aida Tiouririne⁽⁷⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$0.44	07/31/2018		C			153,114	⁽¹⁾	⁽¹⁾	Common Stock	153,114	$0.44	0	D
Warrant to purchase common stock	$6.25	07/31/2018		J		17,600		07/31/2018	07/31/2023	Common Stock	17,600	⁽⁸⁾	17,600	D
Warrant to purchase common stock	$6.25	07/31/2018		C		153,114		⁽¹⁾	⁽¹⁾	Common Stock	153,114	⁽¹⁾	170,714	D
Warrant to purchase units	$5	07/31/2018		J		17,600		07/31/2018	07/31/2023	Units	35,200	⁽⁹⁾	17,600	D
Warrant to purchase common stock	$6.25	07/31/2018		P		1,400⁽³⁾		07/31/2018	07/31/2023	Common Stock	1,400	⁽³⁾	169,314	D

1. Name and Address of Reporting Person^*

Johnson Bankole A.

(Last)

(First)

(Middle)

1180 SEMINOLE TRAIL, SUITE 495

(Street)

CHARLOTTESVILLE,

22901

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

En Fidecomiso de Mi Vida 11/23/2010 Trust

(Last)

(First)

(Middle)

11024 GAITHER FARM ROAD

(Street)

ELLICOTT CITY

21042

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The 153,114 shares of common stock and a warrant to purchase 153,114 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $52,000 together with interest accrued thereon at a conversion price of $0.44 per share upon consummation of the initial public offering on July 31, 2018.

2. The 17,600 shares were received upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.

3. On July 31, 2018, Dr. Johnson purchased 1,400 units (the "Units") in the initial public offering at a price of $5.00 per Unit, which corresponds to a price of $4.99 per share of common stock and $0.01 per warrant. Each Unit consisted of one share of common stock and a warrant to purchase one share of common stock. The shares of common stock and warrants were immediately separable upon issuance of the Units in the initial public offering.

4. The 40,382 shares were received upon consummation of the initial public offering in accordance with a Services Agreement with Medico-Trans Company, LLC.

5. Medico-Trans Company, LLC is controlled by Bankole Johnson.

6. Dr. Johnson is the trustee of each of these trusts.

7. Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares.

8. A warrant to purchase 17,600 shares of common stock was issued upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.

9. The warrant to purchase 17,600 units was received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. Each unit consisted of a share of common stock and a warrant to purchase a share of common stock. The aggregate number of shares of common stock included in the units and underlying the warrants included in the units is 35,200 shares.

	/s/ Bankole A. Johnson	07/31/2018
	En Fideicomiso De Mi Vida 11/23/2010 (Trust) By: /s/ Bankole A. Johnson	07/31/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.