SEC Form 4 · accession 0001493152-16-015670

Prairie Operating Co. · PROP

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Paul Kessler

Officer — Chairman · Director · 10% Owner

Period of report

Dec 1, 2016

Accepted (ET)

Dec 5, 2016 · 8:39 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001162896

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.0001 per share^F2,F3,F4	Dec 1, 2016	J	500,000	$0.00	A	9,524,783	I	Please see explanation below
Common Stock, par value $0.0001 per share^F2,F3,F4	Dec 2, 2016	X	16,666,650	$0.0001	A	26,191,433	I	Please see explanation below

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Debenture^F1,F4,F5	$0.15	Dec 1, 2016	P	16,666,667	A	Dec 1, 2016	Dec 1, 2018	Common Stock	16,666,667	17,116,667	I
Series A Common Stock Purchase Warrant^F1,F4	$0.15	Dec 1, 2016	P	16,666,667	A	Dec 1, 2016	Dec 1, 2021	Common Stock	16,666,667	33,783,334	I
Series B Common Stock Purchase Warrant^F7,F1,F4	$0.0001	Dec 1, 2016	P	16,666,650	A	Dec 1, 2016	Dec 1, 2021	Common Stock	16,666,650	50,449,984	I
Series B Common Stock Purchase Warrant^F7,F1,F4	$0.0001	Dec 2, 2016	X	16,666,650	D	Dec 1, 2016	Dec 1, 2021	Common Stock	16,666,650	33,783,334	I

Explanation of responses

F1On December 1, 2016, Wizard World, Inc. (the "Company") and Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("Bristol Investment"), which is managed by Bristol Capital Advisors, LLC ("BCA"), a Delaware limited liability company, of which Mr. Kessler, as the manager of BCA, entered into a Securities Purchase Agreement (the "Purchase Agreement") pursuant to which Bristol Investment purchased certain securities from the Company for $2,500,000. Pursuant to the terms of the Purchase Agreement, the Company issued 500,000 shares of the Company's common stock for legal fees.
F2This total includes: (i) 24,836,733 shares owned by Bristol Investment, (ii) 489,000 shares owned by Bristol Capital, LLC, a Delaware limited liability company, of which Mr. Kessler is the manager and, alone, has voting and dispositive power over the shares beneficially owned, (iii) 78,700 shares owned by Paul Kessler IRA Rollover, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned, and (iv) 787,000 shares owned by Bristol Capital Pension and Profit Sharing, of which Mr. Kessler, acting alone, has voting and dispositive power over the shares beneficially owned.
F3This total does not include shares issuable upon exercise of an option held by Mr. Kessler, individually, for 450,000 shares of common stock.
F4These securities were acquired by Bristol Investment managed by BCA, of which Mr. Kessler, as the manager of BCA, has voting and dispositive power over the shares beneficially owned. Bristol Investment owns a total of 24,836,733 shares of the Company's common stock.
F5Pursuant to the Purchase Agreement, Bristol Investment purchased $2,500,000 of convertible debentures convertible at a price of $0.15 per share. The amount of underlying shares is based upon the debenture's conversion rate of $0.15 and principal balance of $2,500,000. In the event interest is paid in shares, or the conversion price is adjusted in accordance with the provisions of the debenture, the amount of underlying shares may increase.
F6Pursuant to the Purchase Agreement, Bristol Investment acquired a Series A Common Stock Purchase Warrant.
F7Pursuant to the Purchase Agreement, Bristol Investment acquired a Series B Common Stock Purchase Warrant.
F8On December 2, 2016, Bristol Investment exercised the Series B Common Stock Purchase Warrant for cash.