Sec Form 4/A Filing - KESSLER PAUL L. @ Prairie Operating Co. - 2023-05-03

FORM 4/A 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) 05/03/2023 (Street) THOUSAND OAKS, CA91360 4. If Amendment, Date Original Filed (MM/DD/YY) 05/09/2023 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, par value $0.0001 per share 05/03/2023 C 9,095,011 A $ 0.175 11,752,736 ( 2 ) I Held by BC ( 1 ) ( 2 ) Common stock, par value $0.0001 per share 05/03/2023 P 5,496,669 A $ 0.109 17,249,405 I Held by BIF ( 1 ) ( 2 ) Common stock, par value $0.0001 per share 05/03/2023 A 1,821,429 A $ 0.175 19,070,834 I Held by BC ( 1 ) ( 2 ) Common stock, par value $0.0001 per share 05/03/2023 C 9,413,863 A $ 0.175 28,484,697 I Held by BIF ( 3 ) Common stock, par value $0.0001 per share 05/03/2023 A 92,857 ( 8 ) A $ 0.175 28,577,554 D

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 A Preferred Stock $ 0.175 05/03/2023 C 124,236 ( 6 ) ( 6 ) ( 7 ) Common Stock 9,095,011 $ 0 0 I Held by BC Convertible debenture $ 0.175 05/03/2023 C 12/02/2016 05/31/2023 Common Stock 9,413,863 $ 0 $ 3,523,000 I Held by BIF ( 3 ) Convertible debenture $ 0.175 05/03/2023 C 12/02/2016 05/31/2023 Series D Convertible preferred stock 2,523 $ 0 ( 3 ) $ 1,000,000 I Held by BIF ( 3 ) Convertible debenture $ 0.175 05/03/2023 C 12/02/2016 05/31/2023 Common Stock 5,714,286 $ 0 $ 0 I Held by BIF ( 3 ) Series D Convertible preferred stock $ 0.175 05/03/2023 C 2,523 05/03/2023 ( 7 ) Common Stock 14,417,143 $ 0 2,523 I Held by BIF ( 3 ) Convertible debenture $ 0.175 05/03/2023 C 05/03/2023 12/31/2023 Common Stock 5,714,286 $ 0 $ 1,000,000 I Held by BIF ( 3 ) Options ( 4 ) $ 0.25 01/23/2019 01/22/2024 Common Stock 15,000 15,000 D Series D Convertible Preferred Stock $ 0.175 05/03/2023 P 1,250 05/03/2023 ( 7 ) Common Stock 7,142,857 $ 1,000 ( 5 ) 3,773 ( 5 ) I Held by BIF A Common Stock Purchase Warrant $ 0.21 05/03/2023 P 7,142,857 ( 5 ) 05/03/2023 05/03/2028 Common Stock 7,142,857 ( 5 ) $ 0 7,142,857 ( 6 ) I Held by BIF B Common Stock Purchase Warrant $ 0.21 05/03/2023 P 7,142,857 ( 5 ) 05/03/2023 05/03/2024 Common Stock 7,142,857 ( 5 ) $ 0 7,142,857 I Held by BIF

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 06/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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"). ( 3 )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). ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )Such shares of preferred stock have no expiration date. ( 8 )The Form 4 filed on May 9, 2023 inadvertently reported the incorrect number of shares of common stock held by Paul Kessler in his individual capacity. The correct number is 92,857 shares of common stock.

Remarks: This amendment is being filed to correct the number of shares of common stock held by Paul Kessler in his individual capacity.

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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