Sec Form 4 Filing - KESSLER PAUL L. @ Prairie Operating Co. - 2023-10-11

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) 10/11/2023 (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 10/11/2023 C 5,714,286 A $ 0.175 36,786,207 I ( 1 ) ( 3 ) By affiliate

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 $ 0.175 10/11/2023 C 05/03/2023 12/31/2023 Common Stock 5,714,286 $ 0 0 I By affiliates Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Series Preferred Stock 22,773,486 22,773,486 I By affiliates Warrant ( 2 ) ( 2 ) ( 2 ) Warrant 2,426,966 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 10/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 10/11/23, Bristol Investment Fund, Ltd. ("BIF") converted the principal amount of $1,000,000 of an amended and restated convertible debenture issued by the Issuer on 5/3/23 at $0.175 per share into 5,714,286 shares of common stock of the Issuer. ( 2 )BIF holds 3,985.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $0.175 per share, 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) 25,810,197 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) 10,976,011 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 1,231,483 shares of common stock and a Series D "B" warrant for 1,213,483 shares of common stock held by BIF, and (v) a warrant 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, held by BIF.

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).

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