Form 4 - Statement of changes in beneficial ownership of securities

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
	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* Lee Stephen (Last) (First) (Middle) 602 SAWYER STREET, SUITE 710 (Street) HOUSTON TX 77007 (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/12/2024
	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	06/12/2024		M		6,863(1)	A	(2)	6,863	D
Common Stock	06/12/2024		S		179	D	$12.85(3)	6,684	D
Common Stock	06/14/2024		S		426	D	$10.98(4)	6,258	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
Restricted Stock Units	(2)	06/12/2024		M			6,863	(2)	(2)	Common Stock	6,863	$0	0	D
Restricted Stock Units	(5)	06/12/2024		A		7,614		(6)	(6)	Common Stock	7,614	$0	7,614	D

Explanation of Responses:

1. On October 16, 2023, the Issuer affected a reverse stock split at an exchange ratio of 1:28.5714286.

2. The restricted stock units ("RSUs") were granted on August 25, 2023, vested on May 3, 2024, and were settled on June 12, 2024. The RSUs represent the economic equivalent of one share of common stock, par value $0.01 per share, of the Issuer ("Common Stock"). Pursuant to the terms of the award agreement, 100% of the RSUs were settled in Common Stock.

3. The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transaction prices ranging from $12.75 to $13.18, inclusive. The reporting person undertakes to provide to Prairie Operating Co. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in footnotes (3) and (4) to this Form 4.

4. The price reported in this Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.90 to $11.01, inclusive.

5. Each RSU represents a contingent right to receive (a) with respect to 60% of the RSUs, one share of Common Stock, and (b) with respect to 40% of the RSUs, either one share of Common Stock or an amount of cash equal to the fair market value of one share of Common Stock.

6. The RSUs vest 100% on June 5, 2025.

	/s/ Edward Kovalik, as attorney-in-fact for Stephen Lee	06/14/2024
	** 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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