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 5496669 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 2523 1000000 I Held by BIF Convertible debenture 0.175 2023-05-03 4 C 0 1000000 0 D 2016-12-02 2023-05-31 Common Stock 5714286 0 I Held by BIF Series D Convertible preferred stock 0.175 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