Trio Petroleum (TPET) Form 3 Trio Petroleum / Stanford Eschner ownership change

SEC Form 3

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^*

Eschner Stanford

(Last) (First) (Middle)

4115 BLACKHAWK PLAZA CIRCLE,

SUITE 100

(Street)

DANVILLE CA 94506

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/17/2023

3. Issuer Name and Ticker or Trading Symbol
Trio Petroleum Corp. [ TPET ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

5. 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 Beneficially Owned
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	1,000,000	I	See Footnote(1)
Common Stock	150,000(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 (i) 500,000 shares held by the Stanford Eschner Trust No. 1, for which Mr. Eschner holds investment and voting control over; the address of the Stanford Eschner Trust No. 1 is 6501 Kane Way, Bakersfield, CA 93309, and (ii) 500,000 shares held by Trio Petroleum LLC, a California Limited Liability Company, for which Stan Eschner serves as the Executive Chairman, and as such may be deemed to hold investment and voting control over Trio Petroleum LLC's shares; the address of Trio Petroleum LLC is 5401 Business Park, Suite 115 Bakersfield, CA 93309. Mr. Eschner disclaims beneficial ownership of the shares held by Trio Petroleum LLC reported herein, except to the extent of his pecuniary interest therein.

2. Pursuant to the terms of the Issuer's 2022 Equity Incentive Plan, Mr. Eschner was granted 150,000 Restricted Stock Units ("RSUs"), which shall vest into common stock of the Company in accordance with the following schedule, subject to Mr. Eschner's continuous service with the Issuer: tranches of 37,500 shares every 6 months beginning on October 17, 2023.

	/s/ Stan Eschner	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).
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