Newman James W. Jr. Form 4 ADIAL PHARMACEUTICALS / James W. Jr. Newman ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Newman James W. Jr.

(Last)

(First)

(Middle)

1180 SEMINOLE TRAIL, SUITE 495

(Street)

CHARLOTTESVILLE,

22901

(City)

(State)

(Zip)

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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2021

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/30/2021		P		10,000	A	$2.66⁽¹⁾	20,000	D
Common Stock								34,475	I	Roundtop Limited Partnership, LLP⁽²⁾
Common Stock								41,160	I	Newman GST Trust FBO James W. Newman Jr.⁽³⁾
Common Stock								152,963	I	Virga Ventures, LLC⁽⁴⁾
Common Stock	12/30/2021		P		5,000	A	$2.72	50,221	I	Ivy Cottage Group, LLC⁽⁵⁾
Common Stock	12/30/2021		P		10,000	A	$2.71⁽⁶⁾	34,644	I	Roth IRA FBO James W Newman, Jr.⁽⁸⁾
Common Stock								5,000	I	Courtney Newman⁽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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. The shares were sold in multiple transaction at prices ranging from $2.628 to $2.68, inclusive. The reporting person undertakes to provide Adial Pharmaceuticals, Inc., any security holder of Adial Pharmaceuticals, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1) and (6) of this Form 4.

2. James W. Newman is the general partner of Roundtop Limited Partnership, LLP.

3. James W. Newman is the trustee of the Newman GST Trust FBO James W. Neman Jr.

4. James W. Newman is the sole member of Virga Ventures, LLC.

5. James W. Newman is the general partner of Ivy Cottage Group, LLC.

6. The price reported in column 4 is a weighted average price. The shares were sold in multiple transaction at prices ranging from $2.655 to $2.72, inclusive.

7. James W. Newman is the beneficiary of this Roth IRA.

8. Courtney Newman is the daughter of James W. Newman, Jr.

	/s/ James W. Newman	01/03/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Newman James W. Jr. Form 4ADIAL PHARMACEUTICALS / James W. Jr. Newman ownership change