Prairie Operating (PROP) Form 4/A 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. [ CRKR ]

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)
05/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/09/2023

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, par value $0.0001 per share	05/03/2023		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	05/03/2023		P		5,496,669	A	$0.109	17,249,405	I	Held by BIF(1)(2)
Common stock, par value $0.0001 per share	05/03/2023		A		1,821,429	A	$0.175	19,070,834	I	Held by BC(1)(2)
Common stock, par value $0.0001 per share	05/03/2023		C		9,413,863	A	$0.175	28,484,697	I	Held by BIF(3)
Common stock, par value $0.0001 per share	05/03/2023		A		92,857(8)	A	$0.175	28,577,554	D

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 A Preferred Stock	$0.175	05/03/2023		C			124,236(6)	(6)	(7)	Common Stock	9,095,011	$0	0	I	Held by BC
Convertible debenture	$0.175	05/03/2023		C			$1,647,426	12/02/2016	05/31/2023	Common Stock	9,413,863	$0	$3,523,000	I	Held by BIF(3)
Convertible debenture	$0.175	05/03/2023		C			$2,523,000	12/02/2016	05/31/2023	Series D Convertible preferred stock	2,523	$0(3)	$1,000,000	I	Held by BIF(3)
Convertible debenture	$0.175	05/03/2023		C			$1,000,000	12/02/2016	05/31/2023	Common Stock	5,714,286	$0	$0	I	Held by BIF(3)
Series D Convertible preferred stock	$0.175	05/03/2023		C		2,523		05/03/2023	(7)	Common Stock	14,417,143	$0	2,523	I	Held by BIF(3)
Convertible debenture	$0.175	05/03/2023		C		$1,000,000		05/03/2023	12/31/2023	Common Stock	5,714,286	$0	$1,000,000	I	Held by BIF(3)
Options(4)	$0.25							01/23/2019	01/22/2024	Common Stock	15,000		15,000	D
Series D Convertible Preferred Stock	$0.175	05/03/2023		P		1,250		05/03/2023	(7)	Common Stock	7,142,857	$1,000(5)	3,773(5)	I	Held by BIF
A Common Stock Purchase Warrant	$0.21	05/03/2023		P		7,142,857(5)		05/03/2023	05/03/2028	Common Stock	7,142,857(5)	$0	7,142,857(6)	I	Held by BIF
B Common Stock Purchase Warrant	$0.21	05/03/2023		P		7,142,857(5)		05/03/2023	05/03/2024	Common Stock	7,142,857(5)	$0	7,142,857	I	Held by BIF

Explanation of Responses:

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.

8. 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.

Remarks:

This amendment is being filed to correct the number of shares of common stock held by Paul Kessler in his individual capacity.

	/s/ Paul L. Kessler	06/16/2023
	** Signature of Reporting Person	Date
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