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Filing Details

Accession Number:: 0001683168-23-004193
Form Type:: 4/A
Zero Holdings:: No
Publication Time:: 2023-06-16 07:57:34
Reporting Period:: 2023-05-03

Accepted Time:: 2023-06-16 07:57:34
Original Submission Date:: 2023-05-09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1162896	Prairie Operating Co.	CRKR	()	4/A

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1113835	L. Paul Kessler	555 Marin Street, Suite 140 Thousand Oaks CA 91360		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2023-05-03	9,095,011	$0.18	11,752,736	No	4	C	Indirect	Held by BC
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2023-05-03	5,496,669	$0.11	17,249,405	No	4	P	Indirect	Held by BIF
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2023-05-03	1,821,429	$0.18	19,070,834	No	4	A	Indirect	Held by BC
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2023-05-03	9,413,863	$0.18	28,484,697	No	4	C	Indirect	Held by BIF
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2023-05-03	92,857	$0.18	28,577,554	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	Held by BC
No	4	P	Indirect	Held by BIF
No	4	A	Indirect	Held by BC
No	4	C	Indirect	Held by BIF
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2023-05-03	124,236	$0.00	9,095,011	$0.18
Common Stock	Convertible debenture	Disposition	2023-05-03	0	$0.00	9,413,863	$0.18
Series D Convertible Preferred Stock	Convertible debenture	Disposition	2023-05-03	0	$0.00	2,523	$0.18
Common Stock	Convertible debenture	Disposition	2023-05-03	0	$0.00	5,714,286	$0.18
Common Stock	Series D Convertible preferred stock	Acquisiton	2023-05-03	2,523	$0.00	14,417,143	$0.18
Common Stock	Convertible debenture	Acquisiton	2023-05-03	0	$0.00	5,714,286	$0.18
Common Stock	Series D Convertible Preferred Stock	Acquisiton	2023-05-03	1,250	$1,000.00	7,142,857	$0.18
Common Stock	A Common Stock Purchase Warrant	Acquisiton	2023-05-03	7,142,857	$0.00	7,142,857	$0.21
Common Stock	B Common Stock Purchase Warrant	Acquisiton	2023-05-03	7,142,857	$0.00	7,142,857	$0.21

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0	2016-12-02	2023-05-31	No	4	C	Indirect
0	2016-12-02	2023-05-31	No	4	C	Indirect
0	2016-12-02	2023-05-31	No	4	C	Indirect
2,523	2023-05-03		No	4	C	Indirect
0	2023-05-03	2023-12-31	No	4	C	Indirect
3,773	2023-05-03		No	4	P	Indirect
7,142,857	2023-05-03	2028-05-03	No	4	P	Indirect
7,142,857	2023-05-03	2024-05-03	No	4	P	Indirect

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Options	$0.25	2019-01-23	2024-01-22	15,000	15,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2024-01-22	15,000	15,000	Direct

Footnotes

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.
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").
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).
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.
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.
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.
Such shares of preferred stock have no expiration date.
The Form 4 filed on May 9, 2023 inadvertently reported the incorrect number of shares of common stock held by Paul Kessler in his individual capacity. The correct number is 92,857 shares of common stock.