Sec Form 4 Filing - KESSLER PAUL L. @ Prairie Operating Co. - 2023-09-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KESSLER PAUL L. 2. Issuer Name and Ticker or Trading Symbol Prairie Operating Co. [ CRKR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 555 MARIN STREET, SUITE 140 3. Date of Earliest Transaction (MM/DD/YY) 09/12/2023 (Street) THOUSAND OAKS, CA91360 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 92,857 D Common Stock 31,031,101 I ( 3 ) By affiliates

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Convertible Debenture ( 1 ) ( 1 ) ( 1 ) Convertible Debenture 5,714,286 5,714,286 I By affiliates Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Series Preferred Stock 21,560,000 21,560,000 I By affiliates Series D Preferred Stock ( 2 ) 09/12/2023 A 1,213,485 ( 2 ) ( 2 ) Series Preferred Stock 1,213,485 $ 0 1,213,485 I By affiliates Warrant ( 2 ) 09/12/2023 A 2,426,966 ( 2 ) ( 2 ) Warrant 2,426,966 $ 0 2,426,966 I By affiliates Warrant ( 3 ) ( 3 ) ( 3 ) Warrant 14,285,714 14,285,714 I By affiliates

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KESSLER PAUL L. 555 MARIN STREET, SUITE 140 THOUSAND OAKS, CA91360 X X Signatures /s/ Paul L. Kessler 09/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bristol Investment Fund, Ltd. ("BIF") holds a convertible debenture with principal amount of $1,000,000, convertible at $0.175 per share, due 12/31/23 (amended and restated debenture received in connection with the May 2023 merger with Creek Road Miners, Inc.) and 3,773 shares of Series D Preferred Stock (with stated value of $1,000) convertible at $0.175 per share, with no due date, received in connection with merger ( 2 )212.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $0.175 per share, acquired in September 2023 pursuant to Securities Purchase Agreement ("SPA") by and between Bristol Investment Fund, Ltd. ("BIF") and another investor. Pursuant to the SPA, BIF also acquired a Series D "A" warrant for 1,231,483 shares (expires May 2028) and a Series D "B" warrant for 1,213,483 shares (expires May 2024) ( 3 )Mr. Kessler has voting and dispositive control over the following securities: (i) 20,095,911 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) and (ii) 10,935,190 shares of common stock held by Bristol Capital, LLC, a Delaware LLC ("BC"). In connection with Issuer's merger with Creek Road Miners, Inc. in May 2023, BIF acquired warrants to purchase a total of 14,285,714 shares of common stock of the Issuer, half of which expire in May 2024 with the other half expiring in May 2028.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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