Sec Form 3 Filing - MacKay Douglas Jesse @ CV Sciences, Inc. - 2020-03-20

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MacKay Douglas Jesse 2. Issuer Name and Ticker or Trading Symbol CV Sciences, Inc. [ CVSI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Sr VP Scientific/Regulatory (Last) (First) (Middle) 10070 BARNES CANYON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2020 (Street) SAN DIEGO, CA92121 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 4.67 ( 1 ) 03/17/2029 Common Stock 250,000 D Employee Stock Option (right to buy) $ 0.33 ( 2 ) 03/19/2030 Common Stock 400,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MacKay Douglas Jesse 10070 BARNES CANYON ROAD SAN DIEGO, CA92121 Sr VP Scientific/Regulatory Signatures /s/ Joerg Grasser as Attorney-in-fact for Douglas MacKay 03/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The option is durational-based. No option shares are vested on the date of grant and the remaining option shares vest and become exercisable as follows: (i) thirty-three percent (33%) of the option shares vest and become exercisable on the one (1) year anniversary of March 18, 2019, provided, however, that there has not been a termination of service as of such date and (ii) the balance of the option shares will vest and become exercisable in a series of twenty-four (24) successive equal monthly installments measured from the first anniversary of March 18, 2019, provided, however, that there has not been a termination of service as of such date. In no event will the option become exercisable for any additional option shares after a termination of service. ( 2 )The option is durational-based. 133,333 option shares vested on the grant date, 133,333 option shares vest and become exercisable on April 15, 2020 and the remaining 133,334 option shares vest and become exercisable on July 15, 2020, provided, however, that there has not been a termination of service as of such date. In no event will the option become exercisable for any additional option shares after a termination of service.

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).

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