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: Ingriselli Frank C (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-09	Common Stock	A	450000	$3.75	Acquired	751135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	Common Stock Warrant (Right to Buy)	$5.25	P	19048	Acquired	2017-03-22	Common Stock (19048)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	795224	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
Non-Qualified Stock Option (Right to Buy)	$0.51	2022-06-18	Common Stock (348267)	348267	Direct
Incentive Stock Option (Right to Buy)	$0.51	2022-06-18	Common Stock (42533)	42533	Direct

Footnotes

F1: Common stock of Issuer granted to Reporting Person on August 9, 2013. Grant of restricted stock subject to forfeiture. 40% vests on 6-month anniversary of grant date; 15% vests on the 18-month anniversary of grant date; 15% vests on the 24-month anniversary of grant date; 15% vests on the 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: Post-Split common stock of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

F3: Post-split common stock warrants of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

F4: Reporting Person acquired common stock warrants pursuant to a Promissory Note and Bridge Financing.

F5: Post-split pursuant to April 23, 2013 1:3 reverse split of common stock.

F6: Includes post split numbers for restricted stock grant of 116,667 shares (formerly 350,000 shares), an option exercise and issuance of 40,123 shares and 94,345 shares remaining from Founders share grant.