Sec Form 4 Filing - Stilley William B. III @ 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 Stilley William B. III 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 X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (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) __ 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 Common Stock 07/31/2018 J 36,800 ( 1 ) A 372,402 D Common Stock 07/31/2018 C 52,227 ( 2 ) A 424,629 D Common Stock 07/31/2018 P 80,000 ( 3 ) A 504,000 D Common Stock 132,141 I Owned jointly by Mr. Stilley and his wife, Anne T. Stilley

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 52,227 ( 2 ) ( 2 ) Common Stock 52,227 ( 2 ) 0 D Warrant to purchase common stock $ 6.25 07/31/2018 J 36,800 07/31/2018 07/31/2023 Common Stock 36,800 ( 1 ) 36,800 D Warrant to purchase common stock $ 6.25 07/31/2018 C 52,227 ( 2 ) ( 2 ) Common Stock 52,227 ( 2 ) 89,027 D Warrant to purchase units $ 5 07/31/2018 J 36,800 07/31/2018 07/31/2023 Units 73,600 ( 4 ) 36,800 D Warrant to purchase common stock $ 6.25 07/31/2018 P 80,000 ( 3 ) 07/31/2018 07/31/2023 Common Stock 80,000 ( 3 ) 169,027 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stilley William B. III 1180 SEMINOLE TRAIL, SUITE 495 CHARLOTTESVILLE,, VA22901 X X Chief Executive Officer Signatures /s/ William B. Stilley 07/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 36,800 shares of common stock and warrant to purchase 36,800 shares of common stock were received by the reporting person upon consummation of the initial public offering on July 31, 2018 in accordance with a Securities Purchase Agreement dated February 22, 2018. ( 2 )The 52,227 shares of common stock and a warrant to purchase 52,227 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $17,449 together with interest accrued thereon at a conversion price of $0.44 per share upon consummation of the initial public offering. ( 3 )On July 31, 2018, Mr. Stilley purchased 80,000 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. ( 4 )The warrant to purchase 36,800 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 73,600 shares.

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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