Form 4/A for PROP Prairie Operating Co.
Accepted 2023-06-16 00:00:00 ET · period of report 2023-05-03 · accession 0001683168-23-004193 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMAI | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | C - Cnv Deriv | $0.18 | +18.51M | 11.75M | New | +$3.33M |
| DAI | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | A - Grant | $0.18 | +1.82M | 19.07M | +11% | +$327.9K |
| DAI | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | P - Purchase | $0.11 | +5.50M | 17.25M | +47% | +$604.6K |
| DA | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | A - Grant | $0.18 | +92.9K | 28.58M | +0.3% | +$16.7K |
| DMAI | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | P - Purchase | — | 0 | — | New | — |
| DMAI | 2023-06-16 | 2023-05-03 | PROP | KESSLER PAUL L. | Dir, 10% | C - Cnv Deriv | $0.00 | -128.0K | 7.14M | -2% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common stock, par value $0.0001 per share | 2023-05-03 | C | A | 9,413,863 | $0.18 | 28,484,697 | I Held by BIF | — | — | (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). |
| 2 | Common | Common stock, par value $0.0001 per share | 2023-05-03 | A | A | 1,821,429 | $0.18 | 19,070,834 | I Held by BC | — | — | (F1) Shares held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), Bristol Capital, LLC, a Delaware LLC ("BC"), Paul Kessler IRA Rollover ("PK IRA"), and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). Mr. Kessler has voting and dispositive power over the shares beneficially owned by these holders. (F2) The total includes: (i) 2,589,990 shares owned by BIF, (ii) 24,450 shares owned by BC, (iii) 3,935 shares owned by PK IRA, and (iv) 39,350 shares owned by BCA PSP. Numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. (the "Split"). |
| 3 | Common | Common stock, par value $0.0001 per share | 2023-05-03 | P | A | 5,496,669 | $0.11 | 17,249,405 | I Held by BIF | — | — | (F1) Shares held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), Bristol Capital, LLC, a Delaware LLC ("BC"), Paul Kessler IRA Rollover ("PK IRA"), and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). Mr. Kessler has voting and dispositive power over the shares beneficially owned by these holders. (F2) The total includes: (i) 2,589,990 shares owned by BIF, (ii) 24,450 shares owned by BC, (iii) 3,935 shares owned by PK IRA, and (iv) 39,350 shares owned by BCA PSP. Numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. (the "Split"). |
| 4 | Common | Common stock, par value $0.0001 per share | 2023-05-03 | A | A | 92,857 | $0.18 | 28,577,554 | D | — | — | (F8) The Form 4 filed on May 9, 2023 inadvertently reported the incorrect number of shares of common stock held by Paul Kessler in his individual capacity. The correct number is 92,857 shares of common stock. |
| 5 | Common | Common stock, par value $0.0001 per share | 2023-05-03 | C | A | 9,095,011 | $0.18 | 11,752,736 | I Held by BC | — | — | (F2) The total includes: (i) 2,589,990 shares owned by BIF, (ii) 24,450 shares owned by BC, (iii) 3,935 shares owned by PK IRA, and (iv) 39,350 shares owned by BCA PSP. Numbers reflect the 1-for-20 reverse stock split effectuated by the Issuer on February 27, 2020. (the "Split"). (F1) Shares held by Bristol Investment Fund, Ltd., a Cayman Islands exempted company ("BIF") (managed by Bristol Capital Advisors, LLC, a Delaware LLC), Bristol Capital, LLC, a Delaware LLC ("BC"), Paul Kessler IRA Rollover ("PK IRA"), and Bristol Capital Advisors Profit Sharing Plan ("BCA PSP"). Mr. Kessler has voting and dispositive power over the shares beneficially owned by these holders. |
| 6 | Derivative | Series D Convertible Preferred Stock | 2023-05-03 | P | A | — | $1,000.00 | — | I Held by BIF | $0.18 · 2023-05-03 to — | 7,142,857 Common Stock | (F5) The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock. (F7) Such shares of preferred stock have no expiration date. |
| 7 | Derivative | Convertible debenture | 2023-05-03 | C | D | 2,523 | $0.00 | 2,523 | I Held by BIF | $0.18 · 2016-12-02 to 2023-05-31 | 9,413,863 Common Stock | (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). |
| 8 | Derivative | Series A Preferred Stock | 2023-05-03 | C | D | 124,236 | $0.00 | 0 | I Held by BC | $0.18 · — to — | 9,095,011 Common Stock | (F6) 124,236 shares of Series A Preferred Stock held by Paul Kessler, includes $349,267 of accrued but unpaid dividends converted into shares of Common Stock at $0.175 per share. The shares of Series A Preferred Stock held by Mr. Kessler were issued to BC upon conversion. (F7) Such shares of preferred stock have no expiration date. |
| 9 | Derivative | B Common Stock Purchase Warrant | 2023-05-03 | P | A | — | $0.00 | — | I Held by BIF | $0.21 · 2023-05-03 to 2024-05-03 | 7,142,857 Common Stock | |
| 10 | Derivative | Convertible debenture | 2023-05-03 | C | D | 1,250 | $0.00 | 3,773 | I Held by BIF | $0.18 · 2016-12-02 to 2023-05-31 | 2,523 Series D Convertible preferred stock | (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). (F5) The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock. |
| 11 | Derivative | Convertible debenture | 2023-05-03 | C | D | 7,142,857 | $0.00 | 7,142,857 | I Held by BIF | $0.18 · 2016-12-02 to 2023-05-31 | 5,714,286 Common Stock | (F5) The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock. (F6) 124,236 shares of Series A Preferred Stock held by Paul Kessler, includes $349,267 of accrued but unpaid dividends converted into shares of Common Stock at $0.175 per share. The shares of Series A Preferred Stock held by Mr. Kessler were issued to BC upon conversion. (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). |
| 12 | Derivative | Series D Convertible preferred stock | 2023-05-03 | C | A | 7,142,857 | $0.00 | 7,142,857 | I Held by BIF | $0.18 · 2023-05-03 to — | 14,417,143 Common Stock | (F5) The Series D Preferred offering for shares of Series D Preferred Stock featured 100% warrant coverage for each of Series A warrants to purchase shares of Common Stock and Series B warrants to purchase shares of Common Stock. (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). (F7) Such shares of preferred stock have no expiration date. |
| 13 | Derivative | Convertible debenture | 2023-05-03 | C | A | — | $0.00 | — | I Held by BIF | $0.18 · 2023-05-03 to 2023-12-31 | 5,714,286 Common Stock | (F3) In Dec 2016, BIF purchased $2,500,000 convertible debenture ("Debenture") and warrant to purchase 16,666,667 shares of common stock ("Warrant"). In Dec 2019, conversion and exercise price adjusted to $0.125 and Warrant shares became 20,000,000. BIF transferred 6,000,000 Warrant shares to third party in Dec 2019 and retained 14,000,000 Warrant shares. Following Split and subsequent repricing, conversion and exercise price became $0.175, number of shares underlying Debenture became 14,285,714 and shares underlying Warrant became 10,000,000. In March 2022, BIF converted $3,150 of principal into 18,000 shares which were sold on 3/31/22. On May 3, 2023, Debenture was exchanged for (a) amended debenture of $1,000,000, (b) 9,413,863 shares of Common and (c) 2,523 shares of Series D Preferred (stated value of $1,000/sh and convertible into common at $0.175/sh). |
| 14 | Derivative | A Common Stock Purchase Warrant | 2023-05-03 | P | A | — | $0.00 | — | I Held by BIF | $0.21 · 2023-05-03 to 2028-05-03 | 7,142,857 Common Stock |