Sec Form 4 Filing - KESSLER PAUL L. @ Prairie Operating Co. - 2023-12-29

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. [ PROP] 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) 12/29/2023 (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 12/29/2023 C 60,000 D $ 5 1,232,141 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 Series D Preferred Stock ( 2 ) ( 2 ) ( 2 ) Series Preferred Stock 797,072 797,072 I By affiliates Warrant ( 2 ) ( 2 ) ( 2 ) Warrant 292,472 292,472 I By affiliates Warrant ( 3 ) ( 3 ) ( 3 ) Warrant 292,472 292,472 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 01/02/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 12/29/23, Bristol Investment Fund, Ltd. ("BIF") sold 60,000 shares of common stock of the Issuer in a private transaction to an unaffiliated third party at $5.00 per share for an aggregate purchase price of $300,000.00. ( 2 )BIF holds 3,985.36 shares of Series D Preferred Stock (with stated value of $1,000 per share), convertible at $5.00 per share, a Series D "A" warrant for 292,472 shares (expires May 2028) and a Series D "B" warrant for 292,472 shares (expires May 2024). ( 3 )Mr. Kessler has voting and dispositive control over the following securities: (i) 843,354 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) 384,160 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 292,472 shares of common stock and a Series D "B" warrant for 292,472 shares of common stock held by BIF, (v) 3,250 shares of common stock held by Mr. Kessler in his personal capacity; and (vi) 1,377 shares of common stock held by Bristol Capital Advisors Profit Sharing Plan.

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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