Sec Form 4 Filing - Ross Robin A. @ Trio Petroleum Corp. - 2024-08-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ross Robin A. 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 (Last) (First) (Middle) 5401 BUSINESS PARK SOUTH,, STE 115 3. Date of Earliest Transaction (MM/DD/YY) 08/15/2024 (Street) BAKERSFIELD, CA93309 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 08/15/2024 A 27,500 ( 1 ) A 62,751 ( 1 ) D Common Stock 11/16/2024 A 100,000 ( 1 ) A 162,751 ( 1 ) 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ross Robin A. 5401 BUSINESS PARK SOUTH, STE 115 BAKERSFIELD, CA93309 X Chief Executive Officer Signatures /s/ Robin A. Ross 12/04/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All share amounts reflect a reverse stock split of the common stock of the issuer effective November 14, 2024, at a ratio of 1 share of common stock for each 20 shares of common stock then outstanding. ( 2 )Represents 27,500 restricted stock units ("RSUs") of the issuer with each RSU representing a contingent right to receive one share of common stock of the issuer under its 2022 Equity Incentive Plan (the "2022 Plan"). Mr. Ross received the 27,500 RSUs on August 15, 2024. The RSUs will vest as follows: 6,875 RSUs (25%) will vest on December 19, 2024, and the remaining 20,625 RSUs (75%) will vest quarterly thereafter for an additional 6,875 RSUs on each of March 19, 2025, June 19, 2025, and September 19, 2025, subject to Mr. Ross's continued service to the issuer on each applicable vesting date. ( 3 )Represents 100,000 shares of restricted stock of the issuer awarded to Mr. Ross under the 2022 Plan. The 100,000 shares of restricted stock will vest as follow: 25,000 shares of restricted stock (25%) will vest on January 9, 2025 (which is six months after the date of award), and the remaining 75,000 shares of restricted stock will vest quarterly thereafter for an additional 25,000 RSUs on each of April 9, 2025, July 9, 2025 and October 9, 2025, subject to Mr. Ross's continued service to the issuer on each applicable vesting 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.