SEC Form 4 · accession 0001415889-19-000141

Petro River Oil Corp. · PTRC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scot Cohen

Officer — EXECUTIVE CHAIRMAN · Director

Period of report

Oct 2, 2018

Accepted (ET)

Feb 8, 2019 · 11:40 am EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001172298

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 2, 2018	A	300,000	$0.83	A	605,431	I	By ICO Liquidating Trust
Common Stock	holding	—	—		—	725,000	I	By Pearsonia West Investments, LLC
Common Stock	holding	—	—		—	36,813	I	By Structure Oil Corp.
Common Stock	holding	—	—		—	34,702	I	By the Scot Jason Cohen Foundation

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Convertible Preferred Stock^F4,F2,F3	$0.40	Jan 31, 2019	A	51,881	A	Jan 31, 2019	—	Common Stock	2,594,040	51,881	D
Warrant^F4	$0.50	Jan 31, 2019	A	2,594,040	A	Jan 31, 2019	Jan 31, 2024	Common Stock	2,594,040	2,594,040	D
Series A Convertible Preferred Stock^F5,F2,F3	$0.40	Jan 31, 2019	A	36,406	A	Jan 31, 2019	—	Common Stock	1,820,300	36,406	I
Series A Convertible Preferred Stock^F6,F2,F3	$0.40	Jan 31, 2019	A	58,009	A	Jan 31, 2019	—	Common Stock	2,900,450	58,009	I
Warrant^F7	$2.38	Jan 31, 2019	D	840,336	D	Jun 13, 2017	Jun 13, 2020	Common Stock	840,336	0	I
Warrant^F7	$0.50	Jan 31, 2019	A	840,336	A	Jun 13, 2017	Jan 31, 2024	Common Stock	840,336	840,336	I
Warrant^F8	$2.00	Jan 31, 2019	D	1,250,000	D	Nov 6, 2017	Feb 6, 2020	Common Stock	1,250,000	0	I
Warrant^F8	$0.50	Jan 31, 2019	A	1,250,000	A	Nov 6, 2017	Jan 31, 2024	Common Stock	1,250,000	1,250,000	I

Explanation of responses

F1The 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.
F2Shares of Series A Convertible Preferred Stock ("Series A Preferred") remain convertible so long as the shares remain issued and outstanding.
F3Each 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.
F4On 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.
F5On 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.
F6On 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.
F7The 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.
F8The 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.