CUSIP No. | 97751C100 |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
Wallis James W. (1) 00-0000000 | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
16283555 shares of Common Stock, 16283555 shares of Common Stock issuable upon exercise of Common Stock Purchase Warrants (2) | |||||
6 | SHARED VOTING POWER | ||||
None | |||||
7 | SOLE DISPOSITIVE POWER | ||||
16283555 shares of Common Stock, 16283555 shares of Common Stock issuable upon exercise of Common Stock Purchase Warrants (2) | |||||
8 | SHARED DISPOSITIVE POWER | ||||
None | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
16,283,555 shares of Common Stock
16,283,555 shares of Common Stock issuable upon exercise of Common Stock Purchase Warrants (2) | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
15.3 (3)% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
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) As more fully described in Item 4, the Common Stock Purchase Warrant (the "Common Warrants") are subject to a 4.99% blocker (the "Common Warrant Blocker"). However, as more fully described in Item 4, the securities reported 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 reported in rows (5), (7), and (9). (3) Based on 196,250,677 shares of Common Stock outstanding as reported in the Issuer's Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on August 25, 2023, and taking into effect the Common Warrant Blocker. |
(a) | Name
of Issuer |
Prairie Operating Co. |
(b) | Address
of Issuer’s Principal Executive Offices |
602 Sawyer St., Suite 710
Houston, TX 77007 |
(a) | Name
of Person Filing |
Wallis James W. |
(b) | Address
of 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
Number |
97751C100 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
16,283,555 |
(b) |
Percent of class: 15.3% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
16,283,555 |
(ii) |
Shared power to vote or to direct the vote:
0 |
(iii) |
Sole power to dispose or to direct the disposition of:
16,283,555 |
(iv) |
Shared power to dispose or to direct the disposition of:
0 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
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. |
James W. Wallis | |||
Date:
September 22, 2023 | By:
| /s/ James W. Wallis | |
Name: James W. Wallis | |||
Title: Individual | |||
Footnotes: |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |