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^*

Newman James W. Jr.

(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	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)

X	Form filed by One Reporting Person
	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	36,704	I	Virga Ventures, LLC⁽¹⁾
Common Stock	11,229	I	Newman GST Trust FBO James W. Newman Jr.⁽²⁾
Common Stock	10,043	I	Ivy Cottage Group, LLC⁽³⁾
Common Stock	3,288	I	Rountop Limited Partnership, LLP⁽⁴⁾

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	12/31/2021	Common Stock	5,415	$0.0054	I	Virga Ventures, LLC⁽¹⁾
Warrant	10/10/2017	12/31/2031	Common Stock	4,974	$7.63	I	Virga Ventures, LLC⁽¹⁾
Warrant	10/10/2017	12/31/2031	Common Stock	2,372	$7.63	I	Newman GST Trust FBO James W. Newman Jr.⁽²⁾
Warrant	10/10/2017	12/31/2021	Common Stock	2,707	$0.0054	I	Rountop Limited Partnership, LLP
Warrant	10/10/2017	12/31/2031	Common Stock	708	$7.63	I	Rountop Limited Partnership, LLP
Warrant	10/10/2017	12/31/2031	Common Stock	1,186	$7.63	I	Ivy Cottage Group, LLC⁽³⁾
Convertible Note	⁽⁵⁾	⁽⁵⁾	Common Stock	5,178⁽⁵⁾	⁽⁵⁾	I	Ivy Cottage Group, LLC⁽³⁾
Convertible Note	⁽⁶⁾	⁽⁶⁾	Common Stock	21,715⁽⁶⁾	⁽⁶⁾	I	Virga Ventures, LLC⁽¹⁾
Convertible Note	⁽⁷⁾	⁽⁷⁾	Common Stock	29,931⁽⁷⁾	⁽⁷⁾	I	Newman GST Trust FBO James W. Newman Jr.⁽²⁾
Stock Option	01/01/2018	06/30/2027	Common Stock	5,580⁽⁸⁾	$5.7	D

Explanation of Responses:

1. The securities are owned directly by Virga Ventures, LLC. James W. Newman, Jr. is the sole member of Virga Ventures, LLC.

2. The securities are held directly by the Newman GST Trust. James W. Newman, Jr. is the sole trustee of the Newman GST Trust.

3. The securities are owned directly by Ivy Cottage Group, LLC. James W. Newman, Jr. is the sole member of Ivy Cottage Group, LLC.

4. securities are owned directly by Rountop Limited Partnership, LLP. James W. Newman, Jr. is the general partner of Rountop Limited Partnership, LLP.

5. 5,178 shares to be issued to Ivy Cottage Group, LLC upon consummation of this offering upon automatic conversion of a convertible note in the principal amount of $1,729.95 at a conversion price of $0.44 per share

6. 21,715 shares to be issued to Virga Ventures, LLC upon consummation of this offering upon automatic conversion of a convertible note in the principal amount of $7,255.02 at a conversion price of $0.44 per share

7. 29,931 shares to be issued to Ivy Cottage Group, LLC upon consummation of this offering upon automatic conversion of a convertible note in the principal amount of $10,000 at a conversion price of $0.44 per share

8. 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.

	/s/ James W. Newman, Jr.	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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