PEDEVCO CORP — Director's Dealing 2013

Aug 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PEDO)
CIK: 0001141197
Period of Report: 2013-08-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-09	Common Stock	A	325000	$3.75	Acquired	699116	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)	$0.51	2022-06-18	Common Stock (63800)	63800	Direct
Non-Qualified Stock Option (Right to Buy)	$0.24	2021-10-07	Common Stock (100000)	100000	Direct
Non-Qualified Stock Option (Right to Buy)	$0.51	2022-06-18	Common Stock (269534)	269534	Direct
Non-Qualified Stock Option (Right to Buy)	$67.2	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: Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: 40% vests on 6-month anniversary of grant date; 15% vests on 18-month anniversary of grant date; 15% vests on 24-month anniversary of grant date; 15% vests on 30-month anniversary of grant date and the balance 15% vests on the 36-month anniversary of grant date for so long as recipient remains an employee of, or consultant to, the Company.

F2: Represents 13,334 shares of the Issuer's common stock owned by each of the Reporting Persons' two minor children.

F3: Initial exercise price of $0.17 and grant of 191,400 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F4: Initial exercise price of $.08 and grant of 300,000 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F5: Initial exercise price of $0.17 and grant of 808,600 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F6: Initial exercise price of $22.40 and grant of 1,340 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F7: Initial exercise price of $10.08 and grant of 8,929 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F8: Includes 250,000 shares and 116,667 shares issued pursuant to restricted stock agreements and 7,449 shares issued pursuant to a debt conversion.