PEDEVCO CORP — Director's Dealing 2012

Dec 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PEDO)
CIK: 0001141197
Period of Report: 2012-12-19

Reporting Person: PETERSON MICHAEL L (Director, Exec VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-19	Common Stock	X	90277	$.17	Acquired	1212622	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-19	Incentive Stock Option (Right to Buy)	$.17	X	95700	Disposed	2022-06-18	Common Stock (95700)	Direct

Footnotes

F1: The Reporting Person affected a cashless exercise of the vested portion of the Incentive Stock Option, surrendering 5,423 option shares valued at the fair market value of $3.00 per share as calculated under the Issuer's 2012 Equity Incentive Plan, and was issued a net of 90,277 shares of Issuer common stock.

F2: Includes common stock subject to forfeiture. 662,622 is fully vested; 150,000 vests on February 9, 2013; 175,000 vests on June 1, 2013; 150,000 vests on August 9, 2013 and 75,000 vests on February 9, 2014, for so long as recipient remains an employee of, or consultant to, the Company.