Statement of Changes in Beneficial Ownership (4)
04 January 2022 - 2:40AM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
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Newman James W. Jr. |
2. Issuer Name and Ticker or Trading Symbol
ADIAL PHARMACEUTICALS, INC.
[
ADIL
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1180 SEMINOLE TRAIL, SUITE 495 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/30/2021 |
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(Street)
CHARLOTTESVILLE,, VA 22901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/30/2021 | | P | | 10000 | A | $2.66 (1) | 20000 | D | |
| Common Stock | | | | | | | | 34475 | I | Roundtop Limited Partnership, LLP (2) |
| Common Stock | | | | | | | | 41160 | I | Newman GST Trust FBO James W. Newman Jr. (3) |
| Common Stock | | | | | | | | 152963 | I | Virga Ventures, LLC (4) |
| Common Stock | 12/30/2021 | | P | | 5000 | A | $2.72 | 50221 | I | Ivy Cottage Group, LLC (5) |
| Common Stock | 12/30/2021 | | P | | 10000 | A | $2.71 (6) | 34644 | I | Roth IRA FBO James W Newman, Jr. (8) |
| Common Stock | | | | | | | | 5000 | I | Courtney Newman (7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 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 |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Newman James W. Jr.
1180 SEMINOLE TRAIL, SUITE 495
CHARLOTTESVILLE,, VA 22901 | X |
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Signatures
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| /s/ James W. Newman | | 1/3/2022 |
| **Signature of Reporting Person | Date |
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