Prairie Operating Co. — Director's Dealing 2024

Oct 7, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prairie Operating Co. (PROP)
CIK: 0001162896
Period of Report: 2024-10-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-10-04	Common Stock	G	16400	—	Disposed	1504113	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4100	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series D Preferred Stock	$		Series D Preferred Stock (797072)	797072	Indirect
Warrant	$		Warrant (292472)	292472	Indirect

Footnotes

F1: Consists of: (i) 1,135,826 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), (ii) 363,660 shares of common stock held by Bristol Capital, LLC, a Delaware LLC ("BC"), (iii) 1,377 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan, and (iv) 3,250 shares of common stock held by Mr. Kessler in his personal capacity. The amount of shares reflected herein was reduced by 4,100 shares of common stock, which the Reporting Person gifted to his son.

F2: The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: BIF holds 3,985.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $5.00 per share, and a Series D "A" warrant for 292,472 shares (expires May 2028).