PEDEVCO CORP — Director's Dealing 2012

Aug 3, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Clark Moore (Executive VP)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1605000	Direct
Common Stock	250000	Direct
Common Stock	50000	Indirect
Common Stock	50000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option	$0.17	2022-06-18	Common Stock (133400)		Direct
Non Qualifed Stock Option	$.17	2022-06-18	Common Stock (566600)		Direct

Footnotes

F1: 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 the final 10% at 24 mths, for so long as recipient remains an employee of, or consultant to the Company.

F2: Shares of Issuer's Common Stock owned as to 50,000 by Reporting Person's minor child, for the benefit of such child.

F3: 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 one year anniversary, 20% at 18 months and 10% at 2 years, 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.

F4: Incentive Stock Options 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 from grant date, 20% on the one year anniversary, 20% 18 months from grant date and 10% on the 2 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.