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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2024
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 01/31/2024 S 362,704(1) D $0.171 237,296 I see footnote(1)
Common Stock 02/01/2024 S 137,296(1) D $0.246 100,000 I see footnote(1)
Common Stock 01/31/2024 S 150,000(2) D $0.1671 0 I see footnote(2)
Common Stock 407,000 I see footnote(3)
Common Stock 370,000 D
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. These shares of common stock were sold pursuant to a 10b5-1 plan that the reporting person and Global Venture Investments LLC ("GVI") entered into on October 25, 2023. Mr. Ingriselli holds 100% of the membership interests of GVI and, as a result, is deemed to hold investment and voting control over those shares. On January 31, 2024 GVI sold 362,704 shares of common stock and then sold an additional 137,296 shares of common stock on February 1, 2024. Prior to these sales GVI held 600,000 shares of common stock of the issuer. The address of GVI is 4115 Blackhawk Plaza Circle, Suite 100, Danville, CA 94506. Mr. Ingriselli may be deemed to have beneficial ownership of the shares of common stock held by GVI. Mr. Ingriselli disclaims beneficial ownership of the shares of common stock held by GVI reported herein, except to the extent of his pecuniary interest therein.
2. These shares of common stock were sold pursuant to a 10b5-1 plan that the reporting person and his wife, Sung Jin Ingriselli, entered into on October 25, 2023. Ms. Ingriselli sold 150,000 shares of common stock of the issuer. After this sale, Ms. Ingriselli no longer holds any shares of common stock of the issuer. The address of Ms. Ingriselli is 34 Magnolia Place, Danville, CA 94506. Mr. Ingriselli may be deemed to have had beneficial ownership of these shares of common stock.
3. Consists of 407,000 shares of common stock of the issuer owned by Brightening Lives Foundation Inc. ("BLF"), for which Mr. Ingriselli is the Chief Executive Officer and holds investment and voting control over such shares. The address of BLF is 9000 Crow Canyon Road, Suite 362, Danville, CA 94506. Mr. Ingriselli may be deemed to have beneficial ownership of the shares of common stock held by BLF. Mr. Ingriselli disclaims beneficial ownership of the shares of common stock held by BLF reported herein, except to the extent of his pecuniary interest therein.
/s/ Frank C. Ingriselli 02/02/2024
** 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.
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