FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESM

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*
Freedman Jeffrey

(Last)(First)(Middle)
1980 POST OAK BLVD., STE. 2020

(Street)
HOUSTONTX77056

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/11/2012
3. Issuer Name and Ticker or Trading Symbol
Petro River Oil Corp. [GRAVF.BB]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Interim CEO & Interim CFO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)2. Amount of Securities Owned (Instr. 4)3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.00001 per share 0
D
 
Series B Convertible Preferred, par value $0.00001 per share 500
D
 

Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)4. Conversion or Excercise Price of Derivative Security5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of SharesM
Options 06/01/201206/30/2015 Common Stock 33,000 $ 0.5 D  
Options 06/01/201306/30/2015 Common Stock 33,000 $ 0.5 D  
Options 06/01/201406/30/2015 Common Stock 34,000 $ 0.5 D  
Series B Convertible Preferred, par value $0.00001 per share 06/07/2011   (1) Common Stock 250,000 $ 0.2 D  
Warrants 06/07/201106/07/2016 Common Stock 250,000 $ 0.2 D  
Explanation of Responses:
1. Series B Convertible Preferred, having a stated value of $100 per share, has no expiration date and is convertible at any time at the option of the holder, for no additional consideration, at $0.20 per share.
/s/ Jeffrey Freedman10/11/2012
** Signature of Reporting PersonDate
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 5(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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