Sec Form 4 Filing - Cohen Scot @ Petro River Oil Corp. - 2018-10-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cohen Scot 2. Issuer Name and Ticker or Trading Symbol Petro River Oil Corp. [ PTRC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EXECUTIVE CHAIRMAN (Last) (First) (Middle) 20 EAST 20TH STREET, NO. 6 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2018 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/02/2018 A 300,000 ( 1 ) A $ 0.83 605,431 I By ICO Liquidating Trust Common Stock 725,000 I By Pearsonia West Investments, LLC Common Stock 36,813 I By Structure Oil Corp. Common Stock 34,702 I By the Scot Jason Cohen Foundation

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Series A Convertible Preferred Stock $ 0.4 01/31/2019 A 51,881 01/31/2019 ( 2 ) Common Stock 2,594,040 ( 3 ) ( 4 ) 51,881 D Warrant $ 0.5 01/31/2019 A 2,594,040 01/31/2019 01/31/2024 Common Stock 2,594,040 ( 4 ) 2,594,040 D Series A Convertible Preferred Stock $ 0.4 01/31/2019 A 36,406 01/31/2019 ( 2 ) Common Stock 1,820,300 ( 3 ) ( 5 ) 36,406 I By Petro Exploration Funding, LLC Series A Convertible Preferred Stock $ 0.4 01/31/2019 A 58,009 01/31/2019 ( 2 ) Common Stock 2,900,450 ( 3 ) ( 6 ) 58,009 I By Petro Exploration Funding II, LLC Warrant $ 2.38 01/31/2019 D 840,336 06/13/2017 06/13/2020 Common Stock 840,336 ( 7 ) 0 I By Petro Exploration Funding, LLC Warrant $ 0.5 01/31/2019 A 840,336 06/13/2017 01/31/2024 Common Stock 840,336 ( 7 ) 840,336 I By Petro Exploration Funding, LLC Warrant $ 2 01/31/2019 D 1,250,000 11/06/2017 02/06/2020 Common Stock 1,250,000 ( 8 ) 0 I By Petro Exploration Funding II, LLC Warrant $ 0.5 01/31/2019 A 1,250,000 11/06/2017 01/31/2024 Common Stock 1,250,000 ( 8 ) 1,250,000 I By Petro Exploration Funding II, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cohen Scot 20 EAST 20TH STREET NO. 6 NEW YORK, NY10003 X EXECUTIVE CHAIRMAN Signatures /s/ Scot Cohen 02/08/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The 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. ( 2 )Shares of Series A Convertible Preferred Stock ("Series A Preferred") remain convertible so long as the shares remain issued and outstanding. ( 3 )Each 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. ( 4 )On 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. ( 5 )On 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. ( 6 )On 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. ( 7 )The 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. ( 8 )The 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.

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