SEC FORM 3

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^*

Johnson Bankole A.

(Last)

(First)

(Middle)

1180 SEMINOLE TRAIL, SUITE 495

(Street)

CHARLOTTESVILLE

22901

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2018

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

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

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

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	102,654	D
Common Stock	850,896	I	En Fideicomiso De Mi Vida 11/23/2010 (Trust)⁽¹⁾
Common Stock	93,000	I	En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017⁽¹⁾
Common Stock	22,320	I	En Fideicomiso De Mis Suenos 11/23/2010 (Trust)⁽¹⁾
Common Stock	7,440	I	De Mi Amor 11/23/2010 (Trust)⁽¹⁾
Common Stock	4,650	I	Efunbowale Johnson⁽²⁾
Common Stock	1,395	I	Ade Johnson⁽²⁾
Common Stock	1,395	I	Lola Johnson⁽²⁾
Common Stock	930	I	Lina Tiouririne⁽²⁾
Common Stock	930	I	Aida Tiouririne⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant	10/10/2017	12/31/2031	Common Stock	3,275	$7.63	D
Stock Option	01/01/2018	06/30/2027	Common Stock	5,580⁽³⁾	$5.7	D
Convertible Note	⁽⁴⁾	⁽⁴⁾	Common Stock	153,114⁽⁴⁾	$0.44	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. Dr. Johnson is the trustee of each of these trusts.

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

3. The option has an exercise price of $5.70 per share and vests as to 1/6th of the grant on January 1, 2018 with the remaining shares vesting 1/36th on the first day of each month over the remaining 30 months.

4. 153,114 shares issued upon consummation of this offering upon automatic conversion of a convertible note in the principal amount of $52,000 at a conversion price of $0.44 per share.

	/s/ Bankole A. Johnson	07/26/2018
	En Fideicomiso De Mi Vida 11/23/2010 (Trust) By: /s/ Bankole A. Johnson	07/26/2018
	** 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 5 (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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