PEDEVCO CORP — Director's Dealing 2013

Sep 9, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PEDO)
CIK: 0001141197
Period of Report: 2013-09-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-05	Common Stock	S	2100	$4.50	Disposed	697016	Direct
2013-09-06	Common Stock	S	3000	$4.50	Disposed	694016	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	12806	Indirect
Common Stock	26668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (63800)	63800	Direct
Non-Qualified Stock Option (Right to Buy)	$.24	2021-10-07	Common Stock (100000)	100000	Direct
Non-Qualified Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (269534)	269534	Direct
Non-Qualified Stock Option (Right to Buy)	$67.20	2018-05-28	Common Stock (447)	447	Direct
Non-Qualified Stock Option (Right to Buy)	$30.24	2021-02-02	Common Stock (2977)	2977	Direct

Footnotes

F1: 2,100 shares were sold at $4.50 per share pursuant to Reporting Person's Rule 10b5-1 Sales Plan established December 17, 2012 and administered by Oppenheimer and Co. Inc.

F2: Includes 250,000 shares and 325,000 shares issued pursuant to restricted stock agreements, 111,567 balance of vested stock initially issued pursuant to a restricted stock agreement and 7449 shares issued pursuant to a debt conversion.

F3: Represents 13,334 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.

F4: 3,000 shares were sold at $4.50 per share pursuant to Reporting Person's Rule 10b5-1 Sales Plan established December 17, 2012 and administered by Oppenheimer and Co. Inc.