Prairie Operating Co. — Director's Dealing 2023

Sep 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prairie Operating Co. (CRKR)
CIK: 0001162896
Period of Report: 2023-09-12

Reporting Person: KESSLER PAUL L. (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-12	Series D Preferred Stock	$	A	1213485	Acquired		Series Preferred Stock (1213485)	Indirect
2023-09-12	Warrant	$	A	2426966	Acquired		Warrant (2426966)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	92857	Direct
Common Stock	31031101	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Convertible Debenture	$		Convertible Debenture (5714286)	5714286	Indirect
Series D Preferred Stock	$		Series Preferred Stock (21560000)	21560000	Indirect
Warrant	$		Warrant (14285714)	14285714	Indirect

Footnotes

F1: Bristol Investment Fund, Ltd. ("BIF") holds a convertible debenture with principal amount of $1,000,000, convertible at $0.175 per share, due 12/31/23 (amended and restated debenture received in connection with the May 2023 merger with Creek Road Miners, Inc.) and 3,773 shares of Series D Preferred Stock (with stated value of $1,000) convertible at $0.175 per share, with no due date, received in connection with merger

F2: 212.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $0.175 per share, acquired in September 2023 pursuant to Securities Purchase Agreement ("SPA") by and between Bristol Investment Fund, Ltd. ("BIF") and another investor. Pursuant to the SPA, BIF also acquired a Series D "A" warrant for 1,231,483 shares (expires May 2028) and a Series D "B" warrant for 1,213,483 shares (expires May 2024)

F3: Mr. Kessler has voting and dispositive control over the following securities: (i) 20,095,911 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) and (ii) 10,935,190 shares of common stock held by Bristol Capital, LLC, a Delaware LLC ("BC"). In connection with Issuer's merger with Creek Road Miners, Inc. in May 2023, BIF acquired warrants to purchase a total of 14,285,714 shares of common stock of the Issuer, half of which expire in May 2024 with the other half expiring in May 2028.