FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Stilley William B. III
2. Date of Event Requiring Statement (Month/Day/Year)
07/26/2018
3. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC. [ADIL]
(Last)
(First)
(Middle)
1180 SEMINOLE TRAIL, SUITE 495
4. 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
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CHARLOTTESVILLE,, VA 22901
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 335,602
D
 
Common Stock 132,141 (1)
I
Owned Jointly by Mr. Stilley and his wife Anne T. Stilley

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant 10/10/2017 12/31/2021 Common Stock 10,829 $ 0.0054 D  
Warrant 10/10/2017 12/31/2031 Common Stock 5,452 $ 7.63 D  
Warrant 10/10/2017 12/31/2031 Common Stock 9,824 $ 7.63 I Owned Jointly by Mr. Stilley and his wife Anne T. Stilley
Stock Option 01/01/2018 07/01/2027 Common Stock 51,894 (2) $ 5.7 D  
Convertible Note   (3)   (3) Common Stock 52,227 (3) $ 0.44 D  
Stock Option 01/01/2018 06/30/2027 Common Stock 5,580 (2) $ 5.7 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stilley William B. III
1180 SEMINOLE TRAIL, SUITE 495
CHARLOTTESVILLE,, VA 22901
  X   X   Chief Executive Officer  

Signatures

/s/ William B. Stilley 07/26/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Does not include (i) 5,580 shares of our common stock owned by the Meredith A. Stilley Trust dtd 11/23/2010; (ii) 5,580 shares of our common stock owned by the Morgan J. Stilley Trust dtd 11/23/2010; and (iii) 5,580 shares of our common stock owned by the Blair E. Stilley Trust dtd 11/23/2010. The trusts are for the benefit of Mr. Stilley's children and Mr. Stilley is not the trustee. Mr. Stilley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest he may have in such shares.
(2) The option has an exercise price of $5.70 per share and vests as to 1/6th of the grant on January 1, 2018 with the remaining shares vesting 1/36th on the first day of each month over the remaining 30 months.
(3) 52,227 shares of common stock to be issued upon consummation of the initial public offering upon automatic conversion of a convertible note in the principal amount of $17,449 at a conversion price of $0.44 per share.

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