SEC Info - Kessler Paul L. - ‘4’ for 5/3/23 re: Prairie Operating Co.

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Kessler Paul L. – ‘4’ for 5/3/23 re: Prairie Operating Co.

On: Tuesday, 5/9/23, at 7:50pm ET · For: 5/3/23 · Accession #: 1683168-23-3087 · File #: 0-33383

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/09/23  Kessler Paul L.                   4                      1:26K  Prairie Operating Co.             GlobalOne Filings Inc/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     25K 
                Securities by an Insider -- ownership.xml/4.7

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Form 4 – Plain Text – SEC Website – EDGAR System – XML Data – <?xml?> File

SEC Info℠ rendering: Statement of Changes in Beneficial Ownership of Securities by an Insider

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 OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KESSLER PAUL L.

2. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [CRKR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director

__X__ 10% Owner

_____ Officer (give title below)

_____ Other (specify below)

(Last)

(First)

(Middle)

555 MARIN STREET, SUITE 140

3. Date of Earliest Transaction (Month/Day/Year)
5/3/23

(Street)

THOUSAND OAKS, CA 91360

4. If Amendment, Date Original Filed (Month/Day/Year)

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)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

Code

V

Amount

(A) or (D)

Price

Common stock, par value $0.0001 per share

5/3/23

C

9,095,011

A

$0.175

11,752,736 ⁽²⁾

I

Held by BC ⁽¹⁾ ⁽²⁾

Common stock, par value $0.0001 per share

5/3/23

P

5,496,669

A

$0.109

17,249,405

I

Held by BIF ⁽¹⁾ ⁽²⁾

Common stock, par value $0.0001 per share

5/3/23

A

1,821,429

A

$0.175

19,070,834

I

Held by BC ⁽¹⁾ ⁽²⁾

Common stock, par value $0.0001 per share

5/3/23

C

9,413,863

A

$0.175

28,484,697

I

Held by BIF ⁽³⁾

Common stock, par value $0.0001 per share

5/3/23

A

42,857

A

$0.175

28,527,554

D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 1474 (9-02)

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 (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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

$0.175

5/3/23

C

124,236 ⁽⁶⁾

⁽⁶⁾

⁽⁷⁾

Common Stock

9,095,011

$ 0

0

I

Held by BC

Convertible debenture

$0.175

5/3/23

C

$1,647,426

12/2/16

5/31/23

Common Stock

9,413,863

$ 0

$3,523,000

I

Held by BIF ⁽³⁾

Convertible debenture

$0.175

5/3/23

C

$2,523,000

12/2/16

5/31/23

Series D Convertible preferred stock

2,523

$ 0 ⁽³⁾

$1,000,000

I

Held by BIF ⁽³⁾

Convertible debenture

$0.175

5/3/23

C

$1,000,000

12/2/16

5/31/23

Common Stock

5,714,286

$ 0

$ 0

I

Held by BIF ⁽³⁾

Series D Convertible preferred stock

$0.175

5/3/23

C

2,523

5/3/23

⁽⁷⁾

Common Stock

14,417,143

$ 0

2,523

I

Held by BIF ⁽³⁾

Convertible debenture

$0.175

5/3/23

C

$1,000,000

5/3/23

12/31/23

Common Stock

5,714,286

$ 0

$1,000,000

I

Held by BIF ⁽³⁾

Options ⁽⁴⁾

$0.25

1/23/19

1/22/24

Common Stock

15,000

15,000

D

Series D Convertible Preferred Stock

$0.175

5/3/23

P

1,250

5/3/23

⁽⁷⁾

Common Stock

7,142,857

$1,000 ⁽⁵⁾

3,773 ⁽⁵⁾

I

Held by BIF

A Common Stock Purchase Warrant

$0.21

5/3/23

P

7,142,857 ⁽⁵⁾

5/3/23

5/3/28

Common Stock

7,142,857 ⁽⁵⁾

$ 0

7,142,857 ⁽⁶⁾

I

Held by BIF

B Common Stock Purchase Warrant

$0.21

5/3/23

P

7,142,857 ⁽⁵⁾

5/3/23

5/3/24

Common Stock

7,142,857 ⁽⁵⁾

$ 0

7,142,857

I

Held by BIF

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

KESSLER PAUL L.
555 MARIN STREET, SUITE 140
THOUSAND OAKS, CA 91360

X

X

Signatures

/s/ Paul L. Kessler

5/9/23

^**Signature of Reporting Person

Date

Explanation of Responses:

*

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).

(1)

Shares held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), Bristol Capital, LLC, a Delaware LLC ("BC"), Paul Kessler IRA Rollover ("PK IRA"), and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). Mr. Kessler has voting and dispositive power over the shares beneficially owned by these holders.

(2)

The total includes: (i) 2,589,990 shares owned by BIF, (ii) 24,450 shares owned by BC, (iii) 3,935 shares owned by PK IRA, and (iv) 39,350 shares owned by BCA PSP. Numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. (the "Split").

(3)

In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh).

(4)

Stock options for 300,000 shares issued to Paul Kessler pursuant to stock award plans, with an exercise price of $0.25. Following the 1-for-20 reverse stock split, the stock options are for 15,000 shares.

(5)

The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock.

(6)

124,236 shares of Series A Preferred Stock held by Paul Kessler, includes $349,267 of accrued but unpaid dividends converted into shares of Common Stock at $0.175 per share. The shares of Series A Preferred Stock held by Mr. Kessler were issued to BC upon conversion.

(7)

Such shares of preferred stock have no expiration date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
C	Conversion of derivative security.
P	Open market or private purchase of non-derivative or derivative security.

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