Prairie Operating (PROP) Form 4 Prairie Operating / Jonathan H. Gray 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^*

Gray Jonathan H.

(Last) (First) (Middle)

602 SAWYER STREET,

SUITE 710

(Street)

HOUSTON TX 77007

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

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2023

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	09/07/2023		P		109,024	A	$3.05(4)	109,024	I	Held by First Idea International, Ltd.
Common Stock	04/25/2024		X		150,000(2)	A	$6	230,159(2)	I	Held by First Idea Ventures LLC(1)
Common Stock	04/25/2024		X		50,975	A	$6	159,999	I	Held by First Idea International, Ltd.

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 Convertible Preferred Stock	$5	09/07/2023		P		254.87		05/03/2023	(3)	Common Stock	50,974	$3.05(4)	254.87	I	Held by First Idea International, Ltd.
A Common Stock Purchase Warrant	$6	09/07/2023		P		50,975		05/03/2023	05/03/2028	Common Stock	50,975	$3.05(4)	50,975	I	Held by First Idea International, Ltd.
B Common Stock Purchase Warrant	$6	09/07/2023		P		50,975		05/03/2023	05/03/2024	Common Stock	50,975	$3.05(4)	50,975	I	Held by First Idea International, Ltd.
B Common Stock Purchase Warrant	$6	04/25/2024		X			150,000(5)	05/03/2023	05/03/2024	Common Stock	150,000(5)	$0	0	I	Held by First Idea Ventures LLC
B Common Stock Purchase Warrant	$6	04/25/2024		X			50,975	05/03/2023	05/03/2024	Common Stock	50,975	$0	0	I	Held by First Idea International, Ltd.

Explanation of Responses:

1. The Reporting Person holds 50% and his spouse, Chloe Gray, holds 50% of the interest of First Idea Ventures LLC and each share voting and investment power over the securities held by First Idea Ventures LLC.

2. On October 16, 2023, the Issuer effected a reverse stock split of outstanding shares of the Issuer's common stock at an exchange ratio of 1:28.5714286, resulting in the reporting person's ownership of 2,210,120 less shares of common stock.

3. The shares of Series D preferred stock, par value $0.01, have no expiration date.

4. On September 7, 2023, the Reporting Person purchased from Alpha Capital Anstalt for a total purchase price of $800,000 the following securities: 73,194 shares of Common Stock, 254.87 shares of Series D Convertible Preferred Stock convertible into 50,974 shares of Common Stock, 50,975 Series A Warrants convertible into 50,975 shares of Common Stock, 50,975 Series B Warrants convertible into 50,975 shares of Common Stock, and 35,830 Rights to Purchase 35,830 shares of Common Stock. The values of the aforementioned securities were adjusted to reflect the reverse stock split that occurred on October 16, 2023.

5. This purchase warrant was previously reported as covering 4,285,714 shares at an exercise price of $0.21 per share, but was adjusted to reflect the reverse stock split that occurred on October 16, 2023.

	/s/ Jonathan H. Gray	05/30/2024
	** Signature of Reporting Person	Date
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