Prairie Operating Form 3 / Gregory K O'Neill ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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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

VIC 3006

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2023

3. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [ PROP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	39,614	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series D Convertible Preferred Stock	05/03/2023⁽¹⁾	⁽²⁾	Common Stock	2,000,000	5	D
Series D A Common Stock Purchase Warrant	05/03/2023⁽³⁾	05/03/2028	Common Stock	2,000,000	6	D
Series D B Common Stock Purchase Warrants	05/03/2023⁽³⁾	05/03/2024	Common Stock	2,000,000	6	D
Series E Convertible Preferred Stock	08/15/2023⁽¹⁾	⁽²⁾	Common Stock	4,000,000	5	D
Series E A Common Stock Purchase Warrant	08/15/2023⁽³⁾	08/15/2028	Common Stock	4,000,000	6	D
Series E B Common Stock Purchase Warrant	08/15/2023⁽³⁾	08/15/2024	Common Stock	4,000,000	6	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

VIC 3006

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Narrogal Nominees Pty Ltd

(Last)

(First)

(Middle)

LEVEL 27, 60 CITY ROAD SOUTHBANK

(Street)

MELBOURNE

VIC 3006

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

O'Neill Gregory K

(Last)

(First)

(Middle)

LEVEL 27, 60 CITY ROAD SOUTHBANK

(Street)

MELBOURNE

VIC 3006

(City)

(State)

(Zip)

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.

	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
	NARROGAL NOMINEES PTY LTD By: /s/ Gregory K. O'Neill, Sole Director	11/21/2023
	/s/ Gregory K. O'Neill	11/21/2023
	** 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 5 (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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Prairie Operating (PROP) Form 3Prairie Operating / Gregory K O'Neill ownership change