Paul L. Kessler Form 4 Prairie Operating / PAUL L. KESSLER ownership change

SEC Form 4

FORM 4

UNITED 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
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^*

KESSLER PAUL L.

(Last) (First) (Middle)

555 MARIN STREET, SUITE 140

(Street)

THOUSAND OAKS CA 91360

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

4. If Amendment, Date of 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

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	12/29/2023		C		60,000	D	$5	1,232,141	I(1)(3)	By affiliate

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 Securities Underlying Derivative Security (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: 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 D Preferred Stock	(2)							(2)	(2)	Series Preferred Stock	797,072		797,072	I	By affiliates
Warrant	(2)							(2)	(2)	Warrant	292,472		292,472	I	By affiliates
Warrant	(3)							(3)	(3)	Warrant	292,472		292,472	I	By affiliates

Explanation of Responses:

1. On 12/29/23, Bristol Investment Fund, Ltd. ("BIF") sold 60,000 shares of common stock of the Issuer in a private transaction to an unaffiliated third party at $5.00 per share for an aggregate purchase price of $300,000.00.

2. 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, a Series D "A" warrant for 292,472 shares (expires May 2028) and a Series D "B" warrant for 292,472 shares (expires May 2024).

3. Mr. Kessler has voting and dispositive control over the following securities: (i) 843,354 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 and a Series D "B" warrant for 292,472 shares of common stock held by BIF, (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.

	/s/ Paul L. Kessler	01/02/2024
	** Signature of Reporting Person	Date
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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