Kessler Paul L.'s Form 4/A amendment
AmendedPrairie Operating Co. (PROP) · filed Jun 16, 2023
- Accession no.
- 0001683168-23-004193
- Filed
- Jun 16, 2023, 7:57 AM ET
- Trade date
- May 3, 2023
- Filing delay
- 44 days
- Rule 10b5-1 plan
- Not checked
- Original filed
- May 9, 2023
This filing lists 5 non-derivative transactions and 9 derivative transactions. Open-market purchases total $599.1K. It was filed 44 days after the trade.
This amendment replaces 0001683168-23-003087 (filed May 9, 2023).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Kessler Paul L.CIK 0001113835 | Director, 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 3, 2023 | Common stock, par value $0.0001 per share | CConversionAcquired | +9,095,011 | $0.175 | +$1,591,626.93 | 11,752,736 | Indirect | |
| May 3, 2023 | Common stock, par value $0.0001 per share | PPurchaseAcquired | +5,496,669 | $0.109 | +$599,136.92 | 17,249,405 | Indirect | |
| May 3, 2023 | Common stock, par value $0.0001 per share | AGrant or awardAcquired | +1,821,429 | $0.175 | +$318,750.08 | 19,070,834 | Indirect | |
| May 3, 2023 | Common stock, par value $0.0001 per share | CConversionAcquired | +9,413,863 | $0.175 | +$1,647,426.03 | 28,484,697 | Indirect | |
| May 3, 2023 | Common stock, par value $0.0001 per share | AGrant or awardAcquired | +92,857 | $0.175 | +$16,249.98 | 28,577,554 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| May 3, 2023 | Common Stock | CConversionDisposed | −9,095,011 | $0.00 | $0 | 0 | Indirect | |
| May 3, 2023 | Common Stock | CConversionDisposed | −9,413,863 | $0.00 | – | – | Indirect | |
| May 3, 2023 | Series D Convertible preferred stock | CConversionDisposed | −2,523 | $0.00F3 | – | – | Indirect | |
| May 3, 2023 | Common Stock | CConversionDisposed | −5,714,286 | $0.00 | – | – | Indirect | |
| May 3, 2023 | Common Stock | CConversionAcquired | +14,417,143 | $0.00 | $0 | 2,523 | Indirect | |
| May 3, 2023 | Common Stock | CConversionAcquired | +5,714,286 | $0.00 | – | – | Indirect | |
| May 3, 2023 | Common Stock | PPurchaseAcquired | +7,142,857 | $1,000.00F5 | +$1,250,000 | 3,773 | Indirect | |
| May 3, 2023 | Common Stock | PPurchaseAcquired | +7,142,857 | $0.00 | $0 | 7,142,857 | Indirect | |
| May 3, 2023 | Common Stock | PPurchaseAcquired | +7,142,857 | $0.00 | $0 | 7,142,857 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- 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").
- 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).
Referenced by the price of 1 transaction in Table II.
- F4
Stock options for 300,000 shares issued to Paul Kessler pursuant to stock award plans, with an exercise price of $0.25. Following the 1-for-20 reverse stock split, the stock options are for 15,000 shares.
- 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.
Referenced by the price of 1 transaction in Table II.
- 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.
- 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.
Remarks
This amendment is being filed to correct the number of shares of common stock held by Paul Kessler in his individual capacity.