Sec Form 3 Filing - Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust @ Prairie Operating Co. - 2023-11-13

FORM 3 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 Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust 2. Issuer Name and Ticker or Trading Symbol Prairie Operating Co. [ PROP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) LEVEL 27, 60 CITY ROAD SOUTHBANK 3. Date of Earliest Transaction (MM/DD/YY) 11/13/2023 (Street) MELBOURNE, C3VIC 3006 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 39,614 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 D Convertible Preferred Stock $ 5 05/03/2023( 1 ) ( 2 ) Common Stock 2,000,000 D Series D A Common Stock Purchase Warrant $ 6 05/03/2023( 3 ) 05/03/2028 Common Stock 2,000,000 D Series D B Common Stock Purchase Warrants $ 6 05/03/2023( 3 ) 05/03/2024 Common Stock 2,000,000 D Series E Convertible Preferred Stock $ 5 08/15/2023( 1 ) ( 2 ) Common Stock 4,000,000 D Series E A Common Stock Purchase Warrant $ 6 08/15/2023( 3 ) 08/15/2028 Common Stock 4,000,000 D Series E B Common Stock Purchase Warrant $ 6 08/15/2023( 3 ) 08/15/2024 Common Stock 4,000,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust LEVEL 27, 60 CITY ROAD SOUTHBANK MELBOURNE, C3VIC 3006 X Narrogal Nominees Pty Ltd LEVEL 27, 60 CITY ROAD SOUTHBANK MELBOURNE, C3VIC 3006 X O'Neill Gregory K LEVEL 27, 60 CITY ROAD SOUTHBANK MELBOURNE, C3VIC 3006 X Signatures NARROGAL NOMINEES PTY LTD ATF GREGORY K O'NEILL FAMILY TRUST By: /s/ Gregory K. O'Neill, Sole Director of Narrogal Nominees Pty Ltd, trustee 11/21/2023 Signature of Reporting Person Date NARROGAL NOMINEES PTY LTD By: /s/ Gregory K. O'Neill, Sole Director 11/21/2023 Signature of Reporting Person Date /s/ Gregory K. O'Neill 11/21/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The conversion of shares of Series D preferred stock, par value $0.01 per share (the "Series D Preferred Stock"), of Prairie Operating Co., a Delaware corporation (the "Company"), and shares of Series E preferred stock, par value $0.01 per share (the "Series E Preferred Stock"), of the Company are subject to Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Family Trust") holding less than 4.99% of the outstanding shares of common stock of the Company, par value $0.01 per share ("Common Stock"), which may be increased upon written notice to the Company, to any specified percentage not in excess of 9.99%. ( 2 )The Series D Preferred Stock and Series E Preferred Stock have no expiration date. ( 3 )The exercise of the Common Stock purchase warrants reported herein are subject to the Family Trust holding less than 25% of the outstanding Common Stock.

Remarks: The Family Trust is the record holder of all securities reported herein. Gregory K. O'Neill is the sole director of Narrogal Nominees Pty Ltd, the trustee of the Family Trust, and as such has voting or investment control over the shares directly held by the Family Trust. Mr. O'Neill is also a beneficiary of the Family Trust. As a result of these relationships, each of these entities and individuals may be deemed to have or share beneficial ownership of the securities held of record by the Family Trust. Each such entity or person disclaims beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

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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