| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/17/2023 |
3. Issuer Name and Ticker or Trading Symbol
Trio Petroleum Corp. [ TPET ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 600,000 | I | See Footnote(1) |
| Common Stock | 47,000 | I | See Footnote(2) |
| Common Stock | 1,000,000(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Consists of 600,000 shares held by Global Venture Investments LLC, for which Mr. Ingriselli holds 100% of the membership interest. The address of Global Venture Investments LLC is 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506. Mr. Ingriselli may be deemed to have beneficial ownership of the shares held by the aforementioned entity. Mr. Ingriselli disclaims beneficial ownership of the shares held by Global Venture Investments LLC reported herein, except to the extent of his pecuniary interest therein. |
| 2. Consists of 47,000 shares held by the Brightening Lives Foundation Inc. for which Mr. Ingriselli is the Chief Executive Officer and holds investment and voting control; the address of the Brightening Lives Foundation Inc is 9000 Crow Canyon Road, Suite 362, Danville, CA 94506. Mr. Ingriselli may be deemed to have beneficial ownership of the shares held by the aforementioned entity. Mr. Ingriselli disclaims beneficial ownership of the shares held by Brightening Lives Foundation Inc reported herein, except to the extent of his pecuniary interest therein. |
| 3. Pursuant to the terms of the Issuer's 2022 Equity Incentive Plan, Mr. Ingriselli was granted 1,000,000 Restricted Stock Units ("RSUs"). As of April 17, 2023, 500,000 RSUs have vested pursuant to the terms of the grant. The remainder of the RSUs shall vest into common stock of the Company in accordance with the following schedule, subject to Mr. Ingriselli's continuous service with the Issuer: two equal tranches of 250,000 on August 1, 2023 and February 1, 2024. |
| /s/ Frank C. Ingriselli | 04/17/2023 | |
| ** 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 5 (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 Number. | ||
