PEDEVCO CORP — Director's Dealing 2012

Aug 6, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEDEVCO CORP (BESV.OB)
CIK: 0001141197
Period of Report: 2012-07-27

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	400000	Direct
Common Stock	80000	Indirect
Common Stock	750000	Direct
Common Stock	38417	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non Qualifed Stock Option	$.08	2021-10-07	Common Stock (300000)		Direct
Non Qualifed Stock Option	$0.17	2022-06-18	Common Stock (808600)		Direct
Incentive Stock Option	$0.17	2022-06-18	Common Stock (191400)		Direct
Non Qualifed Stock Option	$10.08	2021-02-02	Common Stock (8929)		Direct
Non Qualifed Stock Option	$22.40	2018-05-28	Common Stock (1340)		Direct

Footnotes

F1: Common stock of Issuer granted to Reporting Person on October 7, 2011. Grant of restricted stock subject to forfeiture. 50,000 vested on June 1, 2012, 175,000 vests on December 1, 2012 and the final 175,000 vests on June 1, 2013, for so long as recipient remains an employee of, or consultant to, the Company.

F2: Shares of Issuer's Common Stock owned as to 40,000 shares by each of Reporting Person's two minor children for the benefit of such children.

F3: Common stock of Issuer granted to Reporting Person on February 9, 2012 pursuant to Issuer's 2012 Equity Incentive Plan and subject thereto. Grant of restricted stock subject to forfeiture. 50% becomes vested 6 mths from grant date, 20% vests at the one year anniversary, 20% at 18 mths and 10% at the two year anniversary, for so long as recipient remains an employee of, or consultant to, the Company.

F4: Non-Qualified option to purchase Common Stock of Issuer granted outside of Plan. Vesting at the rate of 50% on March 1, 2012; 25% on June 1, 2012 and 25% on January 1, 2013 subject to the terms and conditions of the Stock Option Agreement.

F5: Non-Qualified options to purchase Common Stock of Issuer granted outside of Plan. Vesting at the rate of 50% on the 6 mth anniversary, 20% on the one year anniversary, 20% at the 18 mth anniversary and 10% at the two year anniversary, for so long as the recipient remains an employee or, or consultant to, the Company and subject to the terms and conditions of the Stock Option Agreement.

F6: Incentive Stock Option to purchase Common Stock of Issuer granted pursuant to Issuer's 2012 Equity Incentive Plan and subject thereto. Vesting at the rate of 50% on the 6 mth anniversary, 20% on the one year anniversary, 20% at 18 mths from grant date and 10% on the two year anniversary, for so long as the recipient remains an employee of, or consultant to, the Company and subject to the terms and conditions of the Stock Option Agreement.

F7: Common stock of Issuer held by The Peterson Family Trust, of which Mr. Peterson is Trustee.

F8: Non-Qualified option to purchase Common Stock of Issuer granted to Reporting Person pursuant to Blast Energy Services, Inc. 2009 Stock Incentive Plan and subject thereto. Options are fully vested and exercisable for so long as the recipient remains an employee of, or consultant to, the Company.

F9: Non-Qualified option to purchase Common Stock of Issuer granted to Reporting Person pursuant to Verdisys, Inc. 2003 Stock Option Plan and subject thereto. Options vested quarterly over three years and are fully vested and exercisable for so long as the recipient remains an employee of, or consultant to, the Company.