SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust
(Last) (First) (Middle)
LEVEL 27, 60 CITY ROAD SOUTHBANK
(Street)
MELBOURNE C3 VIC 3006
(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 08/15/2024 X 4,000,000 A $6 6,039,614 D
Common Stock 08/15/2024 C 4,000,000 A $5 10,039,614 D
Common Stock 08/15/2024 C 400,000 A $5 10,439,614 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 E B Common Stock Purchase Warrant $6 08/15/2024 X 4,000,000 08/15/2023 08/15/2024 Common Stock 4,000,000 $0 0 D
Series E Preferred Stock $5 08/15/2024 C 20,000 08/15/2023 (2) Common Stock 4,000,000 $0 0 D
Series D Preferred Stock $5 08/15/2024 C 2,000 05/03/2023 (2) Common Stock 400,000 $0 8,000(1) D
1. Name and Address of Reporting Person*
Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust
(Last) (First) (Middle)
LEVEL 27, 60 CITY ROAD SOUTHBANK
(Street)
MELBOURNE C3 VIC 3006
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Narrogal Nominees Pty Ltd
(Last) (First) (Middle)
LEVEL 27, 60 CITY ROAD SOUTHBANK
(Street)
MELBOURNE C3 VIC 3006
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
O'Neill Gregory K
(Last) (First) (Middle)
LEVEL 27, 60 CITY ROAD SOUTHBANK
(Street)
MELBOURNE C3 VIC 3006
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust (the "Family Trust") is the record holder of approximately 218 shares of Series D convertible preferred stock convertible to 43,616 shares of common stock, par value $0.01 per share ("Common Stock") of the Issuer within 60 days. The Reporting Person additionally holds approximately 7,782 shares of Series D convertible preferred stock convertible to 1,556,384 shares of Common Stock, an A warrant to purchase 2,000,000 shares of Common Stock expiring May 3, 2028, and an A warrant to purchase 4,000,000 shares of Common Stock expiring August 15, 2028, each of which is not exercisable or convertible, as applicable, within 60 days of the date hereof.
2. The Series D Preferred Stock and Series E Preferred Stock have no expiration date.
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.
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 08/19/2024
NARROGAL NOMINEES PTY LTD By: /s/ Gregory K. O'Neill, Sole Director 08/19/2024
/s/ Gregory K. O'Neill 08/19/2024
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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