FORM 4UNITED 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Cohen Scot

(Last)(First)(Middle)
C/O PETRO RIVER OIL CORP., 1980 POST OAK BLVD., SUITE 2020

(Street)
HOUSTONTX77056

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Petro River Oil Corp. [PTRC.QB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2014
4. 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 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)
CodeVAmount(A) or (D)Price

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 Security3. 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 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to purchase) $ 0.08 05/30/2014 P  9,375,000  05/30/201405/30/2017 Common Stock 9,375,000 $ 0 (1) 9,375,000 D  
Stock Option (right to purchase) $ 0.059        (2)11/20/2023 Common Stock 41,666,667   41,666,667 D  
Explanation of Responses:
1. The options were granted pursuant to an agreement (the "Agreement"), dated as of May 30, 2014, by and between the Issuer and Pearsonia West Investment Group, LLC ("PWIG"), in connection with the acquisition by the Issuer and PWIG of equity interests in Bandolier Energy, LLC ("Bandolier"). Mr. Cohen is a member of PWIG and pursuant to the terms of the Agreement has the option at any time prior to May 30, 2017 to exchange his pro rata share of PWIG's equity interest in Bandolier for shares of common stock of the Issuer at a price of $0.08 per share.
2. The options will vest in five equal installments, with the first installment vested on November 20, 2013, and the next four installments vesting on November 20, 2014, November 20, 2015, November 20, 2016, and November 20, 2017.
/s/ Scot Cohen06/09/2014
** 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 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).
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