Bayswater Exploration & Production, LLC and Bayswater Management Company LP filed Amendment No. 2 to their Schedule 13G to report they ceased to be beneficial owners of more than 5% of Prairie Operating Co.'s common stock. The amendment reports that, based on 45,618,567 outstanding shares, both reporting persons hold 0 shares (0.0%) as of September 8, 2025. The filing states shares were issued on March 26, 2025 under a Purchase and Sale Agreement and that this Amendment No. 2 is the final "exit filing" for the reporting persons.
Transaction documented: Shares were issued under a Purchase and Sale Agreement, with role of Bayswater E&P as Sellers' Representative explicitly stated.
Negative
None.
Insights
TL;DR: Bayswater exited its >5% stake; ownership now 0%—a routine post-transaction exit with limited market impact.
The filing documents an administrative exit by Bayswater E&P and Bayswater Management following share issuance under a Purchase and Sale Agreement. With beneficial ownership at 0 shares against 45,618,567 outstanding, there is no remaining stake to influence corporate control or voting outcomes. This is a straightforward disposition/transfer disclosure rather than an operational or financial development for the issuer.
TL;DR: Final Schedule 13G amendment confirms the sellers' representative no longer holds a reportable stake; governance implications are minimal.
The statement clarifies ownership and the role of Bayswater E&P as sellers' representative after the March 26 share issuance. As an "exit filing," it removes a previously reportable shareholder from the disclosure roster, simplifying the issuer's ownership table. No group formations, retained shared voting or dispositive powers, or ongoing claims of control are asserted in this filing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Prairie Operating Co.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
739650109
(CUSIP Number)
07/15/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
739650109
1
Names of Reporting Persons
Bayswater Exploration & Production, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
COLORADO
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
739650109
1
Names of Reporting Persons
Bayswater Management Company LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 2 to Schedule 13G (this "Amendment No. 2") amends and supplements the Schedule 13G filed by Bayswater Exploration & Production, LLC ("Bayswater E&P") and Bayswater Management Company LP ("Bayswater Management") with the Securities and Exchange Commission (the "SEC") on April 2, 2025 (the "Schedule 13G"), as amended by Amendment No. 1 to Schedule 13G filed by Bayswater E&P and Bayswater Management with the SEC on August 13, 2025 ("Amendment No. 1"). The purpose of this Amendment No. 2 is to report that as of July 15, 2025, Bayswater E&P and Bayswater Management ceased to be the beneficial owners of more than 5% of the common stock, par value $0.01 per share ("Common Stock"), of Prairie Operating Co., a Delaware corporation (the "Issuer"). (Percentage of class calculated based on 45,618,567 outstanding shares of Common Stock as of June 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q for the quarter ended June 30, 2025.) This Amendment No. 2 is the final amendment to the Schedule 13G and constitutes an "exit filing" for Bayswater E&P and Bayswater Management.
As of September 8, 2025, each of Bayswater E&P and Bayswater Management beneficially owned 0 shares of Common Stock.
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"), Bayswater E&P was designated by the Sellers as the Sellers' Representative (in each case, as defined in the PSA) to whom shares of Common Stock were issued on March 26, 2025. Bayswater Management is the manager or general partner of, or that controls, each entity that sold assets to the Issuer pursuant to the PSA.
(b)
Percent of class:
(i) Bayswater E&P: 0.0%
(ii) Bayswater Management: 0.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Bayswater E&P: 0
(B) Bayswater Management: 0
(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: 0
(B) Bayswater Management: 0
(iv) Shared power to dispose or to direct the disposition of:
(A) Bayswater E&P: 0
(B) Bayswater Management: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Bayswater Exploration & Production, LLC
Signature:
/s/ Victor Wind
Name/Title:
Victor Wind/Senior Vice President and Chief Financial Officer, Bayswater Management Company LP, its manager
Date:
09/11/2025
Bayswater Management Company LP
Signature:
/s/ Victor Wind
Name/Title:
Victor Wind/Senior Vice President and Chief Financial Officer
Date:
09/11/2025
Exhibit Information
Exhibit 1: Joint Filing Agreement, dated as of April 2, 2025, by and between Bayswater Exploration & Production, LLC and Bayswater Management Company LP (incorporated by reference to Exhibit 1 to the Schedule 13G filed by Bayswater Exploration & Production, LLC and Bayswater Management Company LP with the Securities and Exchange Commission on April 2, 2025)
What does the Schedule 13G/A from Bayswater say about PROP ownership?
The amendment reports that Bayswater Exploration & Production, LLC and Bayswater Management Company LP each beneficially own 0 shares (0.0%) of Prairie Operating Co.'s common stock.
How many shares of PROP were outstanding for the percentage calculation?
The filing states the percentage was calculated based on 45,618,567 outstanding shares of common stock as of June 30, 2025.
When were the shares issued that relate to this filing?
The filing indicates shares were issued on March 26, 2025 pursuant to a Purchase and Sale Agreement.
Does this filing indicate Bayswater has any voting or dispositive power over PROP shares?
No. The filing reports 0 sole and 0 shared voting power and 0 sole and 0 shared dispositive power for both reporting persons.
Is this Amendment No. 2 the final filing from Bayswater regarding PROP?
Yes. The document states this Amendment No. 2 is the final amendment and constitutes an exit filing for the reporting persons.
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