0001683168-23-003087.txt : 20230509
0001683168-23-003087.hdr.sgml : 20230509
20230509195015
ACCESSION NUMBER: 0001683168-23-003087
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230503
FILED AS OF DATE: 20230509
DATE AS OF CHANGE: 20230509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KESSLER PAUL L.
CENTRAL INDEX KEY: 0001113835
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-33383
FILM NUMBER: 23903891
MAIL ADDRESS:
STREET 1: 555 MARIN STREET, SUITE 140
CITY: THOUSAND OAKS
STATE: CA
ZIP: 91360
FORMER NAME:
FORMER CONFORMED NAME: KESSLER PAUL
DATE OF NAME CHANGE: 20000509
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Prairie Operating Co.
CENTRAL INDEX KEY: 0001162896
STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199]
IRS NUMBER: 980357690
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8636 N. CLASSEN BOULEVARD
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73114
BUSINESS PHONE: 435-900-1949
MAIL ADDRESS:
STREET 1: 8636 N. CLASSEN BOULEVARD
CITY: OKLAHOMA CITY
STATE: OK
ZIP: 73114
FORMER COMPANY:
FORMER CONFORMED NAME: Creek Road Miners, Inc.
DATE OF NAME CHANGE: 20210715
FORMER COMPANY:
FORMER CONFORMED NAME: WIZARD BRANDS, INC.
DATE OF NAME CHANGE: 20200814
FORMER COMPANY:
FORMER CONFORMED NAME: WIZARD ENTERTAINMENT, INC.
DATE OF NAME CHANGE: 20181009
4
1
ownership.xml
X0407
4
2023-05-03
0
0001162896
Prairie Operating Co.
CRKR
0001113835
KESSLER PAUL L.
555 MARIN STREET, SUITE 140
THOUSAND OAKS
CA
91360
1
0
1
0
0
Common stock, par value $0.0001 per share
2023-05-03
4
C
0
9095011
0.175
A
11752736
I
Held by BC
Common stock, par value $0.0001 per share
2023-05-03
4
P
0
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0.109
A
17249405
I
Held by BIF
Common stock, par value $0.0001 per share
2023-05-03
4
A
0
1821429
0.175
A
19070834
I
Held by BC
Common stock, par value $0.0001 per share
2023-05-03
4
C
0
9413863
0.175
A
28484697
I
Held by BIF
Common stock, par value $0.0001 per share
2023-05-03
4
A
0
42857
0.175
A
28527554
D
Series A Preferred Stock
0.175
2023-05-03
4
C
0
124236
0
D
Common Stock
9095011
0
I
Held by BC
Convertible debenture
0.175
2023-05-03
4
C
0
1647426
0
D
2016-12-02
2023-05-31
Common Stock
9413863
3523000
I
Held by BIF
Convertible debenture
0.175
2023-05-03
4
C
0
2523000
0
D
2016-12-02
2023-05-31
Series D Convertible preferred stock
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1000000
I
Held by BIF
Convertible debenture
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2023-05-03
4
C
0
1000000
0
D
2016-12-02
2023-05-31
Common Stock
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0
I
Held by BIF
Series D Convertible preferred stock
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2023-05-03
4
C
0
2523
0
A
2023-05-03
Common Stock
14417143
2523
I
Held by BIF
Convertible debenture
0.175
2023-05-03
4
C
0
1000000
0
A
2023-05-03
2023-12-31
Common Stock
5714286
1000000
I
Held by BIF
Options
0.25
2019-01-23
2024-01-22
Common Stock
15000
15000
D
Series D Convertible Preferred Stock
0.175
2023-05-03
4
P
0
1250
1000
A
2023-05-03
Common Stock
7142857
3773
I
Held by BIF
A Common Stock Purchase Warrant
0.21
2023-05-03
4
P
0
7142857
0
A
2023-05-03
2028-05-03
Common Stock
7142857
7142857
I
Held by BIF
B Common Stock Purchase Warrant
0.21
2023-05-03
4
P
0
7142857
0
A
2023-05-03
2024-05-03
Common Stock
7142857
7142857
I
Held by BIF
Shares held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), Bristol Capital, LLC, a Delaware LLC ("BC"), Paul Kessler IRA Rollover ("PK IRA"), and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). Mr. Kessler has voting and dispositive power over the shares beneficially owned by these holders.
The total includes: (i) 2,589,990 shares owned by BIF, (ii) 24,450 shares owned by BC, (iii) 3,935 shares owned by PK IRA, and (iv) 39,350 shares owned by BCA PSP. Numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. (the "Split").
In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh).
Stock options for 300,000 shares issued to Paul Kessler pursuant to stock award plans, with an exercise price of $0.25. Following the 1-for-20 reverse stock split, the stock options are for 15,000 shares.
The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock.
124,236 shares of Series A Preferred Stock held by Paul Kessler, includes $349,267 of accrued but unpaid dividends converted into shares of Common Stock at $0.175 per share. The shares of Series A Preferred Stock held by Mr. Kessler were issued to BC upon conversion.
Such shares of preferred stock have no expiration date.
/s/ Paul L. Kessler
2023-05-09