Jonathan H. Gray Form 3 Prairie Operating / Jonathan H. Gray ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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

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1. Name and Address of Reporting Person^*

Gray Jonathan H.

(Last) (First) (Middle)

8636 N. CLASSEN BOULEVARD

(Street)

OKLAHOMA CITY OK 73114

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2023

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,290,279	I	Held by First Idea Ventures LLC(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	05/03/2023	(2)	Common Stock	4,285,714	0.175	I	Held by First Idea Ventures LLC(1)
A Common Stock Purchase Warrant	05/03/2023	05/03/2028	Common Stock	4,285,714	0.21	I	Held by First Idea Ventures LLC(1)
B Common Stock Purchase Warrant	05/03/2023	05/03/2024	Common Stock	4,285,714	0.21	I	Held by First Idea Ventures LLC(1)

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. The shares of Series D preferred stock, par value $0.0001, have no expiration date.

Remarks:

The Reporting Person is a director of Prairie Operating Co., the Issuer. Exhibit 24.1 - Power of Attorney

	/s/ Edward Kovalik, as attorney-in-fact for Jonathan H. Gray	05/17/2023
	** 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 5 (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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