Ownership Submission
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FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust
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2. Issuer Name and Ticker or Trading Symbol
Prairie Operating Co. [PROP]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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LEVEL 27, 60 CITY ROAD SOUTHBANK
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MELBOURNE
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C3
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VIC 3006
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust
LEVEL 27, 60 CITY ROAD SOUTHBANK
MELBOURNE, C3VIC 3006
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X
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Narrogal Nominees Pty Ltd
LEVEL 27, 60 CITY ROAD SOUTHBANK
MELBOURNE, C3VIC 3006
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X
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O'Neill Gregory K
LEVEL 27, 60 CITY ROAD SOUTHBANK
MELBOURNE, C3VIC 3006
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X
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Signatures
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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
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2024-08-19
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**Signature of Reporting Person
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Date
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NARROGAL NOMINEES PTY LTD By: /s/ Gregory K. O'Neill, Sole Director
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2024-08-19
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**Signature of Reporting Person
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Date
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/s/ Gregory K. O'Neill
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2024-08-19
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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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.
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(2)
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The Series D Preferred Stock and Series E Preferred Stock have no expiration date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
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