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PEDEVCO CORP Director's Dealing 2013

Aug 13, 2013

34546_dirs_2013-08-12_eac74fdf-3538-4dfe-ade2-76f2c08c470c.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-08-09 Common Stock A 290000 $3.75 Acquired 891668 Direct
2013-08-08 Common Stock G 7000 $.30 Disposed 884668 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 33334 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Incentive Stock Option (Right to Buy) $.51 2022-06-18 Common Stock (44467) 44467 Direct
Non-Qualified Stock Option (Right to Buy) $.51 2022-06-18 Common Stock (188867) 188867 Direct
Common Stock Warrant (Right to Buy) $5.25 2017-03-22 Common Stock (953) 953 Direct

Footnotes

F1: Common stock of Issuer granted to Reporting Person on August 09, 2013. Grant of restricted stock subject to forfeiture. 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 16,667 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.

F3: Initial exercise price of $0.17 and grant of 133,400 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F4: Initial exercise price of $0.17 and grant of 566,500 options adjusted pursuant to 1:3 stock split of April 23, 2013.

F5: Initial exercise price of $1.75 and issuance of 2,859 warrants adjusted pursuant to 1:3 stock split of April 23, 2013.

F6: Includes 250,000 restricted stock grant and 1,555,000 balance of founders shares adjusted pursuant to the 1:3 stock split of April 23, 2013 to 83,334 and 518,334 shares respectively.

F7: Reporting Person made a gift of 7000 shares in a private transaction.