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: Ingriselli Frank C (Director, President, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3500000	Direct
Common Stock	2380000	Indirect
Restricted Common Stock	500000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non Qualifed Stock Option	$.17	2022-06-18	Common Stock (1044800)		Direct
Incentive Stock Option	$.17	2022-06-18	Common Stock (255200)		Direct
Series A Preferred Warrant	$.75	2014-10-31	Common Stock (1000)		Indirect
Series A Convertible Preferred	$		Common Stock (5668)		Indirect

Footnotes

F1: Common stock of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

F2: 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 months from grant date, 20% vests at the one year anniversary, 20% at 18 months and 10% at the two year anniversary, for so long as recipient remains an employee of, or consultant to, the Company.

F3: Non-Qualified options to purchase Common Stock of Issuer granted outside of Plan. Vesting at the rate of 50% on the 6 month anniversary, 20% on the one year anniversary, 20% at the 18 month anniversary and 10% at the two year anniversary, for so long as recipient remains an employee of, or consultant to, the Company and subject to the terms and conditions of the Stock Option Agreement.

F4: 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 month anniversary, 20% on the one year anniversary, 20% at 18 months from grant date and 10% on the two year anniversary from grant date, 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.

F5: Warrant to purchase Series A Preferred stock of Issuer, and Common Stock issuable thereunder, held by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

F6: Series A Convertible Preferred shares issued to Global Venture Investments, LLC pursuant to a subscription in the Series A Private Placement Financing of October 14 2011. The entity is owned and controlled by Reporting Person.