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 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. 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 (Month/Day/Year)
07/31/2018
(Street)

CHARLOTTESVILLE,, VA 22901
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (1) 372,402 D  
Common Stock 07/31/2018   C   52,227 (2) A (2) 424,629 D  
Common Stock 07/31/2018   P   80,000 (3) A (3) 504,000 D  
Common Stock               132,141 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.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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,, VA 22901
  X   X   Chief Executive Officer  

Signatures

 /s/ William B. Stilley   07/31/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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