Paul L. Kessler - Dec 29, 2023 Form 4 Insider Report for Prairie Operating Co. (PROP)

Role: Director, 10%+ Owner
Signature: /s/ Paul L. Kessler
Stock symbol: PROP
Transactions as of: Dec 29, 2023
Transactions value $: -$300,000
Form type: 4
Date filed: 1/2/2024, 06:32 PM
Previous filing: Oct 13, 2023
Next filing: Mar 14, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PROP	Common Stock	Conversion of derivative security	-$300K	-60K	-4.64%	$5.00	1.23M	Dec 29, 2023	By affiliate	F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	PROP	Series D Preferred Stock						797K	Dec 29, 2023	Series Preferred Stock	797K		By affiliates	F2
holding	PROP	Warrant						292K	Dec 29, 2023	Warrant	292K		By affiliates	F2
holding	PROP	Warrant						292K	Dec 29, 2023	Warrant	292K		By affiliates	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.