Sec Form 4 Filing - Johnson Bankole A. @ ADIAL PHARMACEUTICALS, INC. - 2018-07-31

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 Johnson Bankole A. 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1180 SEMINOLE TRAIL, SUITE 495 3. Date of Earliest Transaction (MM/DD/YY) 07/31/2018 (Street) CHARLOTTESVILLE,, VA22901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 07/31/2018 C 153,114 ( 1 ) A $ 0.44 255,768 D Common Stock 07/31/2018 J 17,600 ( 2 ) A 273,368 D Common Stock 07/31/2018 P 1,400 ( 3 ) A 1,400 D Common Stock 07/31/2018 A 40,382 ( 4 ) A 313,750 I Medico-Trans Company, LLC ( 5 ) Common Stock 850,896 I En Fideicomiso De Mi Vida 11/23/2010 (Trust) ( 6 ) Common Stock 93,000 I En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017 ( 6 ) Common Stock 22,320 I En Fideicomiso De Mis Suenos 11/23/2010 (Trust) ( 6 ) Common Stock 7,440 I De Mi Amor 11/23/2010 (Trust) ( 6 ) Common Stock 4,650 I Efunbowale Johnson ( 7 ) Common Stock 1,395 I Ade Johnson ( 7 ) Common Stock 1,395 I Lola Johnson ( 7 ) Common Stock 930 I Lina Tiouririne ( 7 ) Common Stock 930 I Aida Tiouririne ( 7 )

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 Convertible Note $ 0.44 07/31/2018 C 153,114 ( 1 ) ( 1 ) Common Stock 153,114 $ 0.44 0 D Warrant to purchase common stock $ 6.25 07/31/2018 J 17,600 07/31/2018 07/31/2023 Common Stock 17,600 ( 8 ) 17,600 D Warrant to purchase common stock $ 6.25 07/31/2018 C 153,114 ( 1 ) ( 1 ) Common Stock 153,114 ( 1 ) 170,714 D Warrant to purchase units $ 5 07/31/2018 J 17,600 07/31/2018 07/31/2023 Units 35,200 ( 9 ) 17,600 D Warrant to purchase common stock $ 6.25 07/31/2018 P 1,400 ( 3 ) 07/31/2018 07/31/2023 Common Stock 1,400 ( 3 ) 169,314 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Bankole A. 1180 SEMINOLE TRAIL, SUITE 495 CHARLOTTESVILLE,, VA22901 X X En Fidecomiso de Mi Vida 11/23/2010 Trust 11024 GAITHER FARM ROAD ELLICOTT CITY, MD21042 X Signatures /s/ Bankole A. Johnson 07/31/2018 Signature of Reporting Person Date En Fideicomiso De Mi Vida 11/23/2010 (Trust) By: /s/ Bankole A. Johnson 07/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 153,114 shares of common stock and a warrant to purchase 153,114 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $52,000 together with interest accrued thereon at a conversion price of $0.44 per share upon consummation of the initial public offering on July 31, 2018. ( 2 )The 17,600 shares were received upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. ( 3 )On July 31, 2018, Dr. Johnson purchased 1,400 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. ( 4 )The 40,382 shares were received upon consummation of the initial public offering in accordance with a Services Agreement with Medico-Trans Company, LLC. ( 5 )Medico-Trans Company, LLC is controlled by Bankole Johnson. ( 6 )Dr. Johnson is the trustee of each of these trusts. ( 7 )Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares. ( 8 )A warrant to purchase 17,600 shares of common stock was issued upon consummation of the initial public offering in accordance with a Securities Purchase Agreement dated February 22, 2018. ( 9 )The warrant to purchase 17,600 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 35,200 shares.

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