Trio Petroleum (TPET) Form 4 Trio Petroleum / Frank C Ingriselli 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^*

Ingriselli Frank C

(Last) (First) (Middle)

4115 BLACKHAWK PLAZA CIRCLE, SUITE 100

(Street)

DANVILLE CA 94506

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/20/2023

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
Common Stock	07/20/2023		A(1)		200,000	A	(1)	1,200,000	D
Common Stock	07/21/2023		G(2)		320,000	D	(2)	680,000	D
Common Stock	07/21/2023		J(3)		150,000	D	(3)	530,000	D
Common Stock	07/21/2023		G(4)		150,000	D	(4)	380,000	D
Common Stock								197,000	I	See footnote(3)
Common Stock								150,000	I	See footnote(4)
Common Stock								600,000	I	See footnote(5)

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

Explanation of Responses:

1. Pursuant to the terms of the Issuer's 2022 Equity Incentive Plan, Mr. Ingriselli was granted 200,000 restricted shares of common stock as a bonus pursuant to the terms of his employment agreement on July 20, 2023. All of the shares vested on July 24, 2023.

2. Mr. Ingriselli made gifts of shares of common stock of 80,000 shares each to his four children for a total of 320,000 shares of common stock.

3. Mr. Ingriselli made a contribution of 150,000 shares of common stock to 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.

4. Mr. Ingriselli made a gift of 150,000 shares of common stock to his wife, Sung Jin Ingriselli. The address of Ms. Ingriselli is 34 Magnolia Place, Danville CA 94506. Mr. Ingriselli may be deemed to have beneficial ownership of these shares.

5. 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.

	/s/ Frank C. Ingriselli	07/24/2023
	** Signature of Reporting Person	Date
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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