Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Prairie Operating Co. (Name of Issuer) |
Common Stock, Par Value $0.01 (Title of Class of Securities) |
97751C100 (CUSIP Number) |
09/16/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 97751C100 |
| 1 | Names of Reporting Persons
Wallis James W. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,467,291.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Footnotes (1) Shares reported in this Form 13G are held through the James W. Wallis Living Trust, for which James W. Wallis is the Settlor and Sole Trustee.(2) (2)Includes (i) 769,930 shares of Common Stock, (ii) 63,7 I8 shares issued upon the conversion of Series D Convertible Preferred Stock, (iii) 633,643 upon the exercise of Common Purchase warrants (the "Common Warrants") that are subject to a 4.99% blocker (the "Common Warrant Blocker:). However as more fully described in Item 4, the securities reports in rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Common Warrants and does not give effect to the Common Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Person, after giving effect to the Common Warrant Blocker, is less than the number of securities report in rows (5), (7), and (9).(3) (3)Based on 2,662,222 shares of Common Stock outstanding, which includes (i) 12,564,861 shares of Common Stock outstanding as of August 8, 2024 (as reported in the Quarterly Report of the issuer on Form 10-Q filed with the SEC on August 9, 2024,(ii) to the issuer of 8,400,000 shares of Common Stock issued on August 15, 2024 to Narrogal Nominees PTY Ltd ATF Gregory K O'Neill Family Trust (as reported in a Form 4 filed August 19, 2024), (iii) 63,718 shares issued upon the conversion of the Series D Convertible Preferred Stock, and (iv) 633,643 shares issued upon the exercise of the Common Warrants
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
Prairie Operating Co. |
| (b) | Address of issuer's principal executive offices:
55 WAUGH DRIVE, 55 WAUGH DRIVE, HOUSTON, OKLAHOMA, 77007 |
| Item 2. | |
| (a) | Name of person filing:
Wallis James W. |
| (b) | Address or principal business office or, if none, residence:
6140 N Santa Fe Ave., Suite B, Oklahoma city, OK 73116 |
| (c) | Citizenship:
United States |
| (d) | Title of class of securities:
Common Stock, Par Value $0.01 |
| (e) | CUSIP No.:
97751C100 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
1,467,291Item 4.1 Pursuant to the definitive agreements to which the Reporting Person is party, the Common Warrants are subject to 4.99% blockers (the "Common Warrant Blocker) pursuant to which the Reporting Person cannot exercise the Common Warrants if after the exercise of its option, the Reporting Person would own more than 4.99 % of the outstanding shares of Common Stock. The percentage set forth in Item 4(b) for the Reporting Person gives effect to the Common Warrant Blocker. Consequently, as of the date of the event which required the filing of this statement, the Reporting Person was unable to exercise the Common Warrants since the percentage held by the Reporting Person currently exceeds 4.99% of the Common Stock of the Issuer. |
| (b) | Percent of class:
4.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,467,291 | |
| (ii) Shared power to vote or to direct the vote:
0 | |
| (iii) Sole power to dispose or to direct the disposition of:
1,467,291 | |
| (iv) Shared power to dispose or to direct the disposition of:
0 | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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