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

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

1. Name and Address of Reporting Person^*

Johnson Bankole A.

(Last)

(First)

(Middle)

1001 RESEARCH PARK BLVD., SUITE 100

(Street)

CHARLOTTESVILLE

22911

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	03/28/2019		P		40,000	A	$3.1452	314,768	D
Common Stock	03/29/2019		P		30,000	A	$3.4718	344,768	D
Common Stock	03/29/2019		P		2,500	A	$3.4676	347,268	D
Common Stock	03/29/2019		P		600	A	$3.2967	347,868	D
Common Stock								40,463	I	Medico-Trans Company, LLC⁽¹⁾
Common Stock								848,336	I	En Fideicomiso De Mi Vida 11/23/2010 (Trust)⁽²⁾
Common Stock								93,000	I	En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017⁽²⁾
Common Stock								22,320	I	En Fideicomiso De Mis Suenos 11/23/2010 (Trust)⁽²⁾
Common Stock								10,000	I	De Mi Amor 11/23/2010 (Trust)⁽²⁾
Common Stock								4,650	I	Efunbowale Johnson⁽³⁾
Common Stock								1,395	I	Ade Johnson⁽³⁾
Common Stock								1,395	I	Lola Johnson⁽³⁾
Common Stock								930	I	Lina Tiouririne⁽³⁾
Common Stock								930	I	Aida Tiouririne⁽³⁾

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)
Stock Option	$5.7							⁽⁴⁾	06/30/2027	Common Stock	5,580		5,580	D
Stock Option	$3.01							⁽⁵⁾	03/23/2029	Common Stock	250,000		250,000	D
Warrant to purchase common stock	$7.63							10/10/2017	12/31/2031	Common Stock	3,275		3,275	D
Warrant to purchase common stock	$6.25							07/31/2018	07/31/2023	Common Stock	189,714		189,714	D
Warrant to purchase common stock	$5							11/12/2018	07/31/2023	Common Stock	17,600		17,600	D

Explanation of Responses:

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

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

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

4. Options to buy 3,100 shares are currently exercisable with the remaining options to buy 2,480 shares vesting 1/36th (155 shares) on the first day of each month over the remaining 16 months.

5. Options to buy 250,000 shares vest pro rata on a monthly basis over 36 months commencing March 24, 2019.

	/s/ Bankole Johnson	04/01/2019
	** 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.
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