SEC Form 4 · accession 0001493152-17-000091
Prairie Operating Co. · PROP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul Kessler
Officer — Executive Chairman · Director · 10% Owner
Period of report
Dec 29, 2016
Accepted (ET)
Jan 3, 2017 · 9:25 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 StockF1,F2 | holding | — | — | — | 34,681,646 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3,F5,F4 | $0.50 | Dec 29, 2016 | A | 75,000 | A | Dec 29, 2016 | Dec 29, 2021 | Common Stock | 75,000 | 33,858,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.50 | Dec 29, 2016 | A | 75,000 | A | Dec 31, 2016 | Dec 29, 2021 | Common Stock | 75,000 | 33,933,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.55 | Dec 29, 2016 | A | 75,000 | A | Mar 31, 2017 | Dec 29, 2021 | Common Stock | 75,000 | 34,008,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.55 | Dec 29, 2016 | A | 75,000 | A | Jun 30, 2017 | Dec 29, 2021 | Common Stock | 75,000 | 34,083,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.55 | Dec 29, 2016 | A | 75,000 | A | Sep 30, 2017 | Dec 29, 2021 | Common Stock | 75,000 | 34,158,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.60 | Dec 29, 2016 | A | 75,000 | A | Dec 31, 2017 | Dec 29, 2021 | Common Stock | 75,000 | 34,233,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.60 | Dec 29, 2016 | A | 75,000 | A | Mar 31, 2018 | Dec 29, 2021 | Common Stock | 75,000 | 34,308,334 | I |
| Stock Option (Right to Buy)F3,F5,F4 | $0.60 | Dec 29, 2016 | A | 75,000 | A | Jun 30, 2018 | Dec 29, 2021 | Common Stock | 75,000 | 34,383,334 | I |
Explanation of responses
- F1These shares include: (i) 33,326,946 shares owned by Bristol Investment Fund, Ltd., a Cayman Islands exempted company managed by Bristol Capital Advisors LLC, a Delaware limited liability company, of which Mr. Kessler, as the manager, has voting and dispositive power over the shares beneficially owned (ii) 489,000 shares owned by Bristol Capital, LLC, a Delaware limited liability company ("Bristol Capital"), of which Mr. Kessler is the manager and, acting 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.
- F2This total does not include derivative securities held by Mr. Kessler.
- F3Bristol Capital acquired the stock options for services rendered pursuant to a Consulting Services Agreement, dated December 29, 2016 (the "Consulting Agreement"), by and between Bristol Capital and Wizard World, Inc., a Delaware corporation.
- F4The stock options shall automatically vest upon a Change in Control as defined in the Consulting Agreement.
- F5The stock options are held by Bristol Capital, of which Mr. Kessler is the manager and has dispositive control of the stock options.