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: 2013-09-06

Reporting Person: Ingriselli Frank C (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-06	Common Stock	S	4000	$4.50	Disposed	1540469	Direct
2013-09-06	Common Stock	S	10000	$4.50	Disposed	1530469	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1890	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (Right to Buy)	$2.25	2014-10-31	Common Stock (334)	334	Indirect
Common Stock Warrant (Right to Buy)	$5.25	2017-03-22	Common Stock (19048)	19048	Indirect
Non-Qualified Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (348267)	348267	Direct
Incentive Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (42533)	42533	Direct

Footnotes

F1: 4,000 shares were sold at $4.50 per share pursuant to Form 10b5-1 Sales Plan established December 17, 2012 and administered by Oppenheimer and Co. Inc.

F2: 10,000 shares were transferred pursuant to a Gift Transfer Agreement in a private transaction.

F3: Includes 166,667 shares and 450,000 shares issued pursuant to restricted stock grants, 40,123 shares issued pursuant to an option exercise, 793,334 transferred by Global Venture Investments, LLC to Reporting Person on September 9, 2013 and 80,345 shares remaining from Founders share grant.

F4: Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.