Sec Form 4 Filing - Wallis James W. @ Prairie Operating Co. - 2023-09-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wallis James W. 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) 6140 N SANTA FE AVE., SUITE B 3. Date of Earliest Transaction (MM/DD/YY) 09/07/2023 (Street) OKLAHOMA CITY, OK73116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wallis James W. 6140 N SANTA FE AVE., SUITE B OKLAHOMA CITY, OK73116 X Signatures /s/ James W. Wallis 09/17/2024 Signature of Reporting Person Date

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.

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).

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