Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust - Aug 15, 2024 Form 4 Insider Report for Prairie Operating Co. (PROP)

Role: 10%+ Owner
Signature: NARROGAL NOMINEES PTY LTD ATF GREGORY K O'NEILL FAMILY TRUST By: /s/ Gregory K. O'Neill, Sole Director of Narrogal Nominees Pty Ltd, trustee
Stock symbol: PROP
Transactions as of: Aug 15, 2024
Transactions value $: $46,000,000
Form type: 4
Date filed: 8/19/2024, 09:41 PM
Previous filing: Nov 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership
transaction	PROP	Common Stock	Exercise of in-the-money or at-the-money derivative security	$24M	+4M	+196.12%	$6.00	6.04M	Aug 15, 2024	Direct
transaction	PROP	Common Stock	Conversion of derivative security	$20M	+4M	+66.23%	$5.00	10M	Aug 15, 2024	Direct
transaction	PROP	Common Stock	Conversion of derivative security	$2M	+400K	+3.98%	$5.00	10.4M	Aug 15, 2024	Direct

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
transaction	PROP	Series E B Common Stock Purchase Warrant	Exercise of in-the-money or at-the-money derivative security	$0	-4M	-100%	$0.00^*	0	Aug 15, 2024	Common Stock	4M	$6.00	Direct
transaction	PROP	Series E Preferred Stock	Conversion of derivative security	$0	-20K	-100%	$0.00^*	0	Aug 15, 2024	Common Stock	4M	$5.00	Direct	F2
transaction	PROP	Series D Preferred Stock	Conversion of derivative security	$0	-2K	-20%	$0.00	8K	Aug 15, 2024	Common Stock	400K	$5.00	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Family Trust") is the record holder of approximately 218 shares of Series D convertible preferred stock convertible to 43,616 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer within 60 days. The Reporting Person additionally holds approximately 7,782 shares of Series D convertible preferred stock convertible to 1,556,384 shares of Common Stock, an A warrant to purchase 2,000,000 shares of Common Stock expiring May 3, 2028, and an A warrant to purchase 4,000,000 shares of Common Stock expiring August 15, 2028, each of which is not exercisable or convertible, as applicable, within 60 days of the date hereof.
F2	The Series D Preferred Stock and Series E Preferred Stock have no expiration date.

Content

Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Family Trust") is the record holder of approximately 218 shares of Series D convertible preferred stock convertible to 43,616 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer within 60 days. The Reporting Person additionally holds approximately 7,782 shares of Series D convertible preferred stock convertible to 1,556,384 shares of Common Stock, an A warrant to purchase 2,000,000 shares of Common Stock expiring May 3, 2028, and an A warrant to purchase 4,000,000 shares of Common Stock expiring August 15, 2028, each of which is not exercisable or convertible, as applicable, within 60 days of the date hereof.

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

Remarks:

The Family Trust is the record holder of all securities reported herein. Gregory K. O'Neill is the sole director of Narrogal Nominees Pty Ltd, the trustee of the Family Trust, and as such has voting or investment control over the shares directly held by the Family Trust. Mr. O'Neill is also a beneficiary of the Family Trust. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by the Family Trust. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.