Prairie Operating Co. — Director's Dealing 2023

Nov 21, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Prairie Operating Co. (PROP)
CIK: 0001162896
Period of Report: 2023-11-13

Reporting Person: Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (10% Owner)
Reporting Person: Narrogal Nominees Pty Ltd (10% Owner)
Reporting Person: O'Neill Gregory K (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	39614	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Convertible Preferred Stock	$5.00		Common Stock (2000000)		Direct
Series D A Common Stock Purchase Warrant	$6.00	2028-05-03	Common Stock (2000000)		Direct
Series D B Common Stock Purchase Warrants	$6.00	2024-05-03	Common Stock (2000000)		Direct
Series E Convertible Preferred Stock	$5.00		Common Stock (4000000)		Direct
Series E A Common Stock Purchase Warrant	$6.00	2028-08-15	Common Stock (4000000)		Direct
Series E B Common Stock Purchase Warrant	$6.00	2024-08-15	Common Stock (4000000)		Direct

Footnotes

F1: The conversion of shares of Series D preferred stock, par value $0.01 per share (the "Series D Preferred Stock"), of Prairie Operating Co., a Delaware corporation (the "Company"), and shares of Series E preferred stock, par value $0.01 per share (the "Series E Preferred Stock"), of the Company are subject to Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Family Trust") holding less than 4.99% of the outstanding shares of common stock of the Company, par value $0.01 per share ("Common Stock"), which may be increased upon written notice to the Company, to any specified percentage not in excess of 9.99%.

F2: The Series D Preferred Stock and Series E Preferred Stock have no expiration date.

F3: The exercise of the Common Stock purchase warrants reported herein are subject to the Family Trust holding less than 25% of the outstanding Common Stock.