Statement of Changes in Beneficial Ownership (4)

Date : 02/08/2019 @ 4:42PM
Source : Edgar (US Regulatory)
Stock : Petro River Oil Corp. (PC) (PTRC)
Quote : 0.16  0.0 (0.00%) @ 12:41PM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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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 *

Cohen Scot
2. Issuer Name and Ticker or Trading Symbol

Petro River Oil Corp. [ PTRC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EXECUTIVE CHAIRMAN
(Last)          (First)          (Middle)

20 EAST 20TH STREET, NO. 6
3. Date of Earliest Transaction (MM/DD/YYYY)

10/2/2018
(Street)

NEW YORK, NY 10003
(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   10/2/2018     A    300000   (1) A $0.83   605431   I   By ICO Liquidating Trust  
Common Stock                  725000   I   By Pearsonia West Investments, LLC  
Common Stock                  36813   I   By Structure Oil Corp.  
Common Stock                  34702   I   By the Scot Jason Cohen Foundation  

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 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
Series A Convertible Preferred Stock   $0.40   1/31/2019     A      51881       1/31/2019     (2) Common Stock   2594040   (3)   (4) 51881   D  
 
Warrant   $0.50   1/31/2019     A      2594040       1/31/2019   1/31/2024   Common Stock   2594040     (4) 2594040   D  
 
Series A Convertible Preferred Stock   $0.40   1/31/2019     A      36406       1/31/2019     (2) Common Stock   1820300   (3)   (5) 36406   I   By Petro Exploration Funding, LLC  
Series A Convertible Preferred Stock   $0.40   1/31/2019     A      58009       1/31/2019     (2) Common Stock   2900450   (3)   (6) 58009   I   By Petro Exploration Funding II, LLC  
Warrant   $2.38   1/31/2019     D         840336    6/13/2017   6/13/2020   Common Stock   840336     (7) 0   I   By Petro Exploration Funding, LLC  
Warrant   $0.50   1/31/2019     A      840336       6/13/2017   1/31/2024   Common Stock   840336     (7) 840336   I   By Petro Exploration Funding, LLC  
Warrant   $2   1/31/2019     D         1250000    11/6/2017   2/6/2020   Common Stock   1250000     (8) 0   I   By Petro Exploration Funding II, LLC  
Warrant   $0.50   1/31/2019     A      1250000       11/6/2017   1/31/2024   Common Stock   1250000     (8) 1250000   I   By Petro Exploration Funding II, LLC  

Explanation of Responses:
(1)  The reported shares were issued to ICO Liquidating Trust, LLC ("ICO") by the Issuer as consideration for the sale by ICO to the Issuer of a 66.67% membership interest in LBE Partners, LLC. The Reporting Person is the managing member of ICO. The issuance of the shares was exempt from Section 16(b) pursuant to Rule 16b-3.
(2)  Shares of Series A Convertible Preferred Stock ("Series A Preferred") remain convertible so long as the shares remain issued and outstanding.
(3)  Each share of Series A Preferred has a stated value of $20.00 per share ("Stated Value"), and is convertible, at the option of the holder, into that number of shares of the Issuer's common stock equal to the Stated Value, divided by $0.40.
(4)  On January 31 2019, the Reporting Person and the Issuer entered into a Debt Conversion Agreement, pursuant to which the Reporting Person agreed to convert all outstanding debt owed to the Reporting Person, amounting to $300,000, into units ("Units") issued in connection with a private placement transaction consummated by the Issuer on January 31, 2019 (the "Cohen Debt Conversion"), which Units consisted of shares of Series A Convertible Preferred Stock ("Series A Preferred) and warrants to purchase shares of the Issuer's common stock ("Warrants"). In connection with the Cohen Debt Conversion, the Reporting Person received 51,881 shares of Series A Preferred and Warrants to purchase 2,594,00 shares of common stock. The issuance of the shares was exempt from Section 16(b) pursuant to Rule 16b-3.
(5)  On January 31 2019, the Issuer entered into a Debt Conversion Agreement with Petro Exploration Funding, LLC ("Funding Corp."), pursuant to which the parties agreed to convert all outstanding debt owed to Funding Corp. pursuant to a Senior Secured Promissory Note, dated June 13, 2017, in the aggregate amount of $2,327,473, into 116,374 shares of Series A Preferred (the "Funding Corp. Debt Conversion"). The Reporting Person owns or controls 31.25% of Fund Corp., and therefore claims beneficial ownership over 36,406 shares of Series A Preferred; the Reporting Person disclaims beneficial ownership with respect to the remaining 79,968 shares of Series A Preferred issued to Funding Corp. in connection with the Funding Corp. Debt Conversion. The issuance of the shares was exempt from Section 16(b) pursuant to Rule 16b-3.
(6)  On January 31 2019, the Issuer entered into a Debt Conversion Agreement with Petro Exploration Funding II, LLC ("Funding Corp. II"), pursuant to which the parties agreed to convert all outstanding debt owed to Funding Corp. II pursuant to a Senior Secured Promissory Note, dated November 6, 2017, in the aggregate amount of $2,802,603, into 140,130 shares of Series A Preferred (the "Funding Corp. II Debt Conversion"). The Reporting Person owns or controls 41.2% of Fund Corp., II and therefore claims beneficial ownership over 58,009 shares of Series A Preferred; the Reporting Person disclaims beneficial ownership with respect to the remaining 82,121 shares of Series A Preferred issued to Funding Corp. II in connection with the Funding Corp. II Debt Conversion. The issuance of the shares was exempt from Section 16(b) pursuant to Rule 16b-3.
(7)  The reported transactions involved the modification of certain outstanding warrants in connection with the Funding Corp. Debt Conversion, resulting in the deemed cancellation of the "old" warrants and the grant of replacement warrants with a reduced exercise price of $0.50 per share, which modifications were approved in advance by the Issuer's Board of Directors on January 7, 2019. The cancellation and subsequent grant were both exempt from Section 16(b) pursuant to Rule 16b-3(e) and Rule 16b-3(d), respectively.
(8)  The reported transactions involved the modification of certain outstanding warrants in connection with the Funding Corp. II Debt Conversion, resulting in the deemed cancellation of the "old" warrants and the grant of replacement warrants with a reduced exercise price of $0.50 per share, which modifications were approved in advance by the Issuer's Board of Directors on January 7, 2019. The cancellation and subsequent grant were both exempt from Section 16(b) pursuant to Rule 16b-3(e) and Rule 16b-3(d), respectively.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cohen Scot
20 EAST 20TH STREET
NO. 6
NEW YORK, NY 10003
X
EXECUTIVE CHAIRMAN

Signatures
/s/ Scot Cohen 2/8/2019
** 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 control number.

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