| Item 1. | |
| (a) | Name of issuer:
Prairie Operating Co. |
| (b) | Address of issuer's principal executive offices:
55 Waugh Drive, Suite 400, Houston, TX, 77007 |
| Item 2. | |
| (a) | Name of person filing:
(i) Bayswater Exploration & Production, LLC
(ii) Bayswater Management Company LP |
| (b) | Address or principal business office or, if none, residence:
(i) 730 17th Street, Suite 500, Denver, Colorado 80202
(ii) 730 17th Street, Suite 500, Denver, Colorado 80202 |
| (c) | Citizenship:
(i) Colorado limited liability company
(ii) Delaware limited partnership |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
739650109 |
| 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) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
On March 26, 2025, 3,656,099 shares (the "Shares") of Common Stock of the Issuer were issued to Bayswater Exploration & Production, LLC ("Bayswater E&P") pursuant to that certain Purchase and Sale Agreement, dated as of February 6, 2025, by and among the Issuer, Otter Holdings, LLC, Prairie SWD Co., LLC, Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater E&P (the "PSA"). As the sole record holder of the Shares, Bayswater E&P may be deemed to beneficially own the Shares. Pursuant to the PSA, Bayswater E&P was designated by the Sellers as the Sellers' Representative (in each case, as defined in the PSA) to whom the Shares were to be issued by the Issuer. The filing of this Schedule 13G shall not constitute an admission that Bayswater E&P is a beneficial owner of the Shares.
Because Bayswater Management Company LP ("Bayswater Management") is the manager or general partner of, or that controls, each entity that sold assets to the Issuer pursuant to the PSA, Bayswater Management may be deemed to indirectly beneficially own the Shares that are held by Bayswater E&P. The filing of this Schedule 13G shall not constitute an admission that Bayswater Management is a beneficial owner of the Shares. |
| (b) | Percent of class:
(i) Bayswater E&P: 9.8%
(ii) Bayswater Management: 9.8%
Percentage of class calculated based on 37,533,488 pro forma issued and outstanding shares of Common Stock of the Issuer as of December 31, 2024, as reported in the Issuer's prospectus supplement filed with the Securities and Exchange Commission on March 26, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(A) Bayswater E&P: 3,656,099
(B) Bayswater Management: 3,656,099
|
| | (ii) Shared power to vote or to direct the vote:
(A) Bayswater E&P: 0
(B) Bayswater Management: 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
(A) Bayswater E&P: 3,656,099
(B) Bayswater Management: 3,656,099
|
| | (iv) Shared power to dispose or to direct the disposition of:
(A) Bayswater E&P: 0
(B) Bayswater Management: 0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)