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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/8/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1162896 |
| Issuer Name: Prairie Operating Co. |
| Issuer Trading Symbol: PROP |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1113835 |
| | Owner Name: KESSLER PAUL L. |
| Reporting Owner Address: |
| | Owner Street 1: 555 MARIN STREET, SUITE 140 |
| | Owner Street 2: |
| | Owner City: THOUSAND OAKS |
| | Owner State: CA |
| | Owner ZIP Code: 91360 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
Aff 10b5 One: 0 |
Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 4/8/24 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: C |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 150,000 |
| | | Transaction Price Per Share: |
| Value: 6.00 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 1,524,613 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| Footnote ID: F1 |
| Footnote ID: F3 |
| | | Nature of Ownership: |
| Value: By affiliate |
Derivative Table: |
| Derivative Holding: |
| | Security Title: |
| | | Value: Series D Preferred Stock |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Series Preferred Stock |
| | | Underlying Security Shares: |
| Value: 797,072 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 797,072 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By affiliates |
| Derivative Holding: |
| | Security Title: |
| | | Value: Warrant |
| | Conversion or Exercise Price: |
| | | Footnote ID: F2 |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Warrant |
| | | Underlying Security Shares: |
| Value: 292,472 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 292,472 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: By affiliates |
Footnotes: |
| Footnote - F1: On 4/8/24, Bristol Investment Fund, Ltd. ("BIF") exercised warrants to purchase a total of 150,000 shares of common stock at an exercise price of $6.00 per share for an aggregate purchase price of $900,000.00. |
| Footnote - F2: BIF holds 3,985.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $5.00 per share, and a Series D "A" warrant for 292,472 shares (expires May 2028). |
| Footnote - F3: Mr. Kessler has voting and dispositive control over the following securities: (i) 1,135,826 shares of common stock held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), (ii) 384,160 shares of common stock held by Bristol Capital, LLC, a Delaware LLC ("BC"), (iii) 3,985.36 shares of Series D Preferred Stock held by BIF, (iv) a Series D "A" warrant for 292,472 shares of common stock, (v) 3,250 shares of common stock held by Mr. Kessler in his personal capacity; and (vi) 1,377 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan. |
Owner Signature: |
| Signature Name: /s/ Paul L. Kessler |
| Signature Date: 4/10/24 |