Prairie Operating Co. — Director's Dealing 2024

Jan 3, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Prairie Operating Co. (PROP)
CIK: 0001162896
Period of Report: 2023-12-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-12-29	Common Stock	C	60000	$5.00	Disposed	1232141	Indirect

Holdings (Derivative)

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

Footnotes

F1: On 12/29/23, Bristol Investment Fund, Ltd. ("BIF") sold 60,000 shares of common stock of the Issuer in a private transaction to an unaffiliated third party at $5.00 per share for an aggregate purchase price of $300,000.00.

F2: 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, a Series D "A" warrant for 292,472 shares (expires May 2028) and a Series D "B" warrant for 292,472 shares (expires May 2024).

F3: Mr. Kessler has voting and dispositive control over the following securities: (i) 843,354 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) 384,160 shares of common stock held by Bristol Capital, LLC, a Delaware LLC ("BC"), (iii) 3,985.36 shares of Series D Preferred Stock held by BIF, (iv) a Series D "A" warrant for 292,472 shares of common stock and a Series D "B" warrant for 292,472 shares of common stock held by BIF, (v) 3,250 shares of common stock held by Mr. Kessler in his personal capacity; and (vi) 1,377 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan.