Sec Form 4 Filing - Johnson Bankole A. @ ADIAL PHARMACEUTICALS, INC. - 2019-03-28

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) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) 1001 RESEARCH PARK BLVD., SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/28/2019 (Street) CHARLOTTESVILLE, VA22911 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 03/28/2019 P 40,000 A $ 3.1452 314,768 D Common Stock 03/29/2019 P 30,000 A $ 3.4718 344,768 D Common Stock 03/29/2019 P 2,500 A $ 3.4676 347,268 D Common Stock 03/29/2019 P 600 A $ 3.2967 347,868 D Common Stock 40,463 I Medico-Trans Company, LLC ( 1 ) Common Stock 848,336 I En Fideicomiso De Mi Vida 11/23/2010 (Trust) ( 2 ) Common Stock 93,000 I En Fidecomiso de Todos Mis Suenos Grantor Retained Annuity Trust dated June 27, 2017 ( 2 ) Common Stock 22,320 I En Fideicomiso De Mis Suenos 11/23/2010 (Trust) ( 2 ) Common Stock 10,000 I De Mi Amor 11/23/2010 (Trust) ( 2 ) Common Stock 4,650 I Efunbowale Johnson ( 3 ) Common Stock 1,395 I Ade Johnson ( 3 ) Common Stock 1,395 I Lola Johnson ( 3 ) Common Stock 930 I Lina Tiouririne ( 3 ) Common Stock 930 I Aida Tiouririne ( 3 )

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 Stock Option $ 5.7 ( 4 ) 06/30/2027 Common Stock 5,580 5,580 D Stock Option $ 3.01 ( 5 ) 03/23/2029 Common Stock 250,000 250,000 D Warrant to purchase common stock $ 7.63 10/10/2017 12/31/2031 Common Stock 3,275 3,275 D Warrant to purchase common stock $ 6.25 07/31/2018 07/31/2023 Common Stock 189,714 189,714 D Warrant to purchase common stock $ 5 11/12/2018 07/31/2023 Common Stock 17,600 17,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson Bankole A. 1001 RESEARCH PARK BLVD., SUITE 100 CHARLOTTESVILLE, VA22911 X Chief Medical Officer Signatures /s/ Bankole Johnson 04/01/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Medico-Trans Company, LLC is controlled by Bankole Johnson. ( 2 )Dr. Johnson is the trustee of each of these trusts. ( 3 )Dr. Johnson has a voting proxy on this person's behalf that entitles him to vote these shares. ( 4 )Options to buy 3,100 shares are currently exercisable with the remaining options to buy 2,480 shares vesting 1/36th (155 shares) on the first day of each month over the remaining 16 months. ( 5 )Options to buy 250,000 shares vest pro rata on a monthly basis over 36 months commencing March 24, 2019.

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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