Dowling Joseph D Form 4 CV Sciences / Joseph D Dowling 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^*

Dowling Joseph D

(Last) (First) (Middle)

2688 S. RAINBOW BLVD., SUITE B

(Street)

LAS VEGAS NV 89146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CV Sciences, Inc. [ CVSI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2017

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$0.368	07/14/2017		A		250,000		07/14/2017	07/05/2026	Common Stock	250,000(1)(2)	$0	250,000	D
Employee Stock Option (right to buy)	$0.365	07/14/2017		A		250,000		07/14/2017	04/06/2027	Common Stock	250,000(3)	$0	250,000	D

Explanation of Responses:

1. On July 6, 2016, the Reporting Person was granted an option to purchase 1,000,000 shares of the Issuer's Common Stock. The option is performance-based, and vests and becomes exercisable as follows: (i) the first time the Issuer completes development of a U.S. Food & Drug Administration ("FDA") current good manufacturing practice grade batch of successfully synthetically formulated Cannabidiol ("CBD") for use in drug development activities (25% vesting of the shares subject to the option); (ii) when the Company has final meeting minutes from a pre-investigational new drug application ("IND") meeting as authorized by the FDA for a drug development program utilizing CBD as the active pharmaceutical ingredient (25% vesting of the shares subject to the option); (iii) when the Company is granted an IND (25% vesting of the shares subject to the option); and (iv) when the Company commences its first human dosing under the IND (25% vesting of the shares subject to the option).

2. On July 14, 2017, the second performance criterion was met resulting in vesting of the option as to 250,000 shares.

3. On April 7, 2017, the Reporting Person was granted an option to purchase 1,000,000 shares of the Issuer's Common Stock. The option is performance-based, and vests and becomes exercisable as follows: (i) when the Company has final meeting minutes from a pre-IND meeting as authorized by the FDA for a drug development program utilizing CBD as the active pharmaceutical ingredient (25% vesting of the shares subject to the option); (ii) when the Company is granted an IND (25% vesting of the shares subject to the option); and (iii) when the Company commences its first human dosing under the IND (50% vesting of the shares subject to the option). On July 14, 2017, the first performance criterion was met resulting in vesting of the option as to 250,000 shares.

	/s/ Joseph Dowling	03/27/2018
	** Signature of Reporting Person	Date
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