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^*

Schuyler Kevin

(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	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)

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	07/31/2018		C		82,461⁽¹⁾	A	⁽¹⁾	133,390	D
Common Stock	07/31/2018		J		120,000⁽²⁾	A	⁽²⁾	253,390	D
Common Stock	07/31/2018		P		90,000⁽⁷⁾	A	⁽⁷⁾	343,390	D
Common Stock	07/31/2018		J		113,800⁽³⁾	A	⁽³⁾	113,800	I	Owned by MVA 151 Investors, LLC⁽⁶⁾
Common Stock								3,042	I	Owned by Mr. Schuyler's wife, Carolyn M. Schuyler

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			82,461	⁽¹⁾	⁽¹⁾	Common Stock	82,461	⁽¹⁾	0	D
Warrant to purchase common stock	$6.25	07/31/2018		C		82,461		07/31/2018	07/31/2023	Common Stock	82,461	⁽¹⁾	82,461	D
Warrant to purchase common stock	$6.25	07/31/2018		J		120,000		07/31/2018	07/31/2023	Common Stock⁽²⁾	120,000	⁽²⁾	202,461	D
Warrant to purchase common stock	$6.25	07/31/2018		P		90,000⁽⁷⁾		07/31/2018	07/31/2023	Common Stock	90,000	⁽⁷⁾	292,461	D
Warrant to purchase common stock	$6.25	07/31/2018		J		113,800		07/31/2018	07/31/2023	Common Stock⁽³⁾	162,200	⁽³⁾	113,800	I	Owned by MVA 151 Investors, LLC⁽⁶⁾
Warrant to purchase units	$5	07/31/2018		J		120,000		07/31/2018	07/31/2023	Units⁽⁴⁾	240,000	⁽⁴⁾	120,000	D
Warrant to purchase units	$5	07/31/2018		J		162,200		07/31/2018	07/31/2023	Units⁽⁵⁾	324,400	⁽⁵⁾	162,200	I	Owned by MVA 151 Investors, LLC⁽⁶⁾

Explanation of Responses:

1. The 82,461 shares of common stock and a warrant to purchase 82,461 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $27,550 together with accrued interest thereon at a conversion price of $0.44 per share upon consummation of the initial public offering on July 31, 2018.

2. The 120,000 shares of common stock and warrants to purchase 120,000 shares of common stock were received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.

3. The 113,800 shares of common stock and warrants to purchase 113,800 shares of common stock were received by the reporting person upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018.

4. The warrant to purchase 120,000 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 240,000 shares.

5. The warrant to purchase 162,200 units was received by MVA 151 Investors LLC 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 324,400 shares.

6. Mr. Schuyler has control over MVA 151 Investors, LLC.

7. On July 31, 2018, Mr. Schuyler purchased 90,000 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.

	/s/ Kevin Schuyler	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).
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