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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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, STE. 495,
3. Date of Earliest Transaction (MM/DD/YYYY)

11/29/2021
(Street)

CHARLOTTESVILLE,, VA 22901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/29/2021  P  10000 (1)A$2.5892 (1)927046 D  
Common Stock 11/30/2021  P  10600 (2)A$2.7527 (2)937646 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These 10,000 shares of common stock were purchased in multiple transactions at prices ranging from $2.54 to $2.60, inclusive. The reporting person undertakes to provide to 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 this footnote (1) to this Form 4
(2) The price reported in Column 4 is a weighted average price. These 10,600 shares of common stock were purchased in multiple transactions at prices ranging from $2.5999 to $2.83, inclusive. The reporting person undertakes to provide to 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 this footnote (1) to this Form 4

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Stilley William B. III
1180 SEMINOLE TRAIL, STE. 495,
CHARLOTTESVILLE,, VA 22901
XXChief Executive Officer

Signatures
/s/ William B. Stilley12/1/2021
**Signature of Reporting PersonDate

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