Prairie Operating Co.

01/28/2025 | Press release | Distributed by Public on 01/28/2025 20:49

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
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 (Month/Day/Year)
01/23/2025
(Street)
MELBOURNE, C3 VIC 3006
4. If Amendment, Date 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
(City) (State) (Zip)
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 01/23/2025 C 1,600,000 A $5 12,039,614 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 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 $5 01/23/2025 C 8,000 05/03/2023 (1) Common Stock 1,600,000 $ 0 0 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, C3 VIC 3006
X
Narrogal Nominees Pty Ltd
LEVEL 27, 60 CITY ROAD SOUTHBANK
MELBOURNE, C3 VIC 3006
X
O'Neill Gregory K
LEVEL 27, 60 CITY ROAD SOUTHBANK
MELBOURNE, C3 VIC 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 01/28/2025
**Signature of Reporting Person Date
NARROGAL NOMINEES PTY LTD By: /s/ Gregory K. O'Neill, Sole Director 01/28/2025
**Signature of Reporting Person Date
/s/ Gregory K. O'Neill 01/28/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series D Preferred Stock has 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.