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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Wallis James W. (Last) (First) (Middle) 6140 N SANTA FE AVE., SUITE B (Street) OKLAHOMA CITY OK 73116 (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) 09/07/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	09/07/2023		P		204,422	A	$3.05(1)	774,345(2)	I	By James W. Wallis LivingTrust
Common Stock	10/10/2023		S		68,134	D	$3.05(3)	706,211(2)	I	By James W. Wallis Living Trust
Common Stock	05/01/2024		X		63,719	A	$6	769,930(2)	I	By James W Wallis Living Trust

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 D Convertible Preferred Stock	$5	09/07/2023		P		477.89		05/03/2023	(4)	Common Stock	95,578(2)	$3.05(1)	477.89	I	By: James W. Wallis Living Trust
Series A Warrants	$6	09/07/2023		P		95,578		05/03/2023	05/03/2028	Common Stock	95,578(2)	$3.05(1)	95,578(2)	I	By: James W. Wallis Living Trust
Series B Warrants	$6	09/07/2023		P		95,578		05/03/2023	05/03/2024	Common Stock	95,578(2)	$3.05(1)	95,578(2)	I	By: James W. Wallis Living Trust
Series D Convertible Preferred Stock	$5	10/10/2023		S			159.3	05/03/2023	(4)	Common Stock	31,860(2)	$3.05(3)	318.59	I	By: James W. Wallis Living Trust
Series A Warrants	$6	10/10/2023		S			31,860	05/03/2023	05/03/2028	Common Stock	31,860(2)	$3.05(3)	63,719(2)	I	By: James W. Wallis Living Trust
Series B Warrants	$6	10/10/2023		S			31,860	05/03/2023	05/03/2024	Common Stock	31,860(2)	$3.05(3)	63,719(2)	I	By: James W. Wallis Living Trust
Series B Warrants	$6	05/01/2024		X			63,719(2)	05/03/2023	05/03/2024	Common Stock	63,719(2)	$0	0	I	By: James W. Wallis Living Trust

Explanation of Responses:

1. On September 7, 2023, the Reporting Person Purchased for a purchase price of $1.5 million, the following securities: 204,222 shares of Common Stock; 477.89 shares of Series D Convertible Preferred Stock; 95,578 Series A Warrants; and 95,578 Series B Warrants. The values of the aforementioned securities were adjusted to reflect the reverse stock split that occurred on October 16, 2023.

2. On October 16, 2023, the issuer effected a reverse stock split of the outstanding shares of the issuer's common stock at an exchange ratio of 1:28.5714286. All security amounts and conversion prices have been adjusted to reflect this reverse stock split.

3. On October 10, 2023, the Reporting Person sold for $500,000, the following securities: 68,134 shares of Common Stock; 159.30 shares of Series D Convertible Preferred Stock; 31,860 Series A Warrants; and 31,860 Series B Warrants.

4. The shares of Series D Convertible Preferred Stock have no expiration date.

	/s/ James W. Wallis	09/17/2024
	** Signature of Reporting Person	Date
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