SEC Form 4 · accession 0001213900-18-010083
ADIAL PHARMACEUTICALS, INC. · ADIL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robertson H. Gilliland
Director
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 4:03 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001513525
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jul 31, 2018 | C | 29,931 | — | A | 95,424 | I | Owned by Keller Enterprises, LLC |
| Common StockF3,F2 | Jul 31, 2018 | P$0 | 14,000 | — | A | 109,424 | I | Owned by Keller Enterprises, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1,F2 | $0.44 | Jul 31, 2018 | C | 29,931 | D | — | — | Common Stock | 29,931 | 0 | I |
| Warrant to purchase common stockF1,F2 | $6.25 | Jul 31, 2018 | C | 29,931 | A | Jul 31, 2018 | Jul 31, 2023 | Common Stock | 29,931 | 29,931 | I |
| Warrant to purchase common stockF3,F2 | $6.25 | Jul 31, 2018 | P | 14,000 | A | Jul 31, 2018 | Jul 31, 2023 | Common Stock | 43,931 | 43,931 | I |
Explanation of responses
- F1The 29,931 shares of common stock and a warrant to purchase 29,931 shares of common stock were issued upon automatic conversion of a convertible note in the principal amount of $10,000 at a conversion price of $0.44 per share upon consummation of the initial public offering of the issuer on July 31, 2018.
- F2Mr. Gilliland is the principal of Keller Enterprises, LLC ("Keller").
- F3On July 31, 2018, Keller purchased 14,000 units (the "Units") in the initial public offering of the issuer 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 IPO.