Sec Form 4 Filing - Dowling Joseph D @ CV Sciences, Inc. - 2017-07-14

FORM 4 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 Dowling Joseph D 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) CFO, Secretary (Last) (First) (Middle) 2688 S. RAINBOW BLVD., SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 07/14/2017 (Street) LAS VEGAS, NV89146 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) $ 0.368 07/14/2017 A 250,000 07/14/2017 07/05/2026 Common Stock 250,000 ( 1 ) ( 2 ) $ 0 250,000 D Employee Stock Option (right to buy) $ 0.365 07/14/2017 A 250,000 07/14/2017 04/06/2027 Common Stock 250,000 ( 3 ) $ 0 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dowling Joseph D 2688 S. RAINBOW BLVD., SUITE B LAS VEGAS, NV89146 CFO, Secretary Signatures /s/ Joseph Dowling 03/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 6, 2016, the Reporting Person was granted an option to purchase 1,000,000 shares of the Issuer's Common Stock. The option is performance-based, and vests and becomes exercisable as follows: (i) the first time the Issuer completes development of a U.S. Food & Drug Administration ("FDA") current good manufacturing practice grade batch of successfully synthetically formulated Cannabidiol ("CBD") for use in drug development activities (25% vesting of the shares subject to the option); (ii) when the Company has final meeting minutes from a pre-investigational new drug application ("IND") meeting as authorized by the FDA for a drug development program utilizing CBD as the active pharmaceutical ingredient (25% vesting of the shares subject to the option); (iii) when the Company is granted an IND (25% vesting of the shares subject to the option); and (iv) when the Company commences its first human dosing under the IND (25% vesting of the shares subject to the option). ( 2 )On July 14, 2017, the second performance criterion was met resulting in vesting of the option as to 250,000 shares. ( 3 )On April 7, 2017, the Reporting Person was granted an option to purchase 1,000,000 shares of the Issuer's Common Stock. The option is performance-based, and vests and becomes exercisable as follows: (i) when the Company has final meeting minutes from a pre-IND meeting as authorized by the FDA for a drug development program utilizing CBD as the active pharmaceutical ingredient (25% vesting of the shares subject to the option); (ii) when the Company is granted an IND (25% vesting of the shares subject to the option); and (iii) when the Company commences its first human dosing under the IND (50% vesting of the shares subject to the option). On July 14, 2017, the first performance criterion was met resulting in vesting of the option as to 250,000 shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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