PEDEVCO CORP — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PEDO)
CIK: 0001141197
Period of Report: 2013-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-29	Common Stock	J	90277	—	Disposed	1100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-29	Stock Option	$0.17	J	95700	Acquired	2022-06-18	Common Stock (95700)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	38417	Indirect
Common Stock	80000	Indirect

Footnotes

F1: On December 19, 2012, the Reporting Person effected a cashless exercise of the vested portion of a stock option, surrendering 5,423 shares of the Issuer's common stock valued at the fair market value of such shares as calculated under the Issuer?s 2012 Equity Incentive Plan ($3.00 per share). Pursuant to this transaction, the Reporting Person was issued a net of 90,277 shares of the Issuer's common stock. This cashless exercise was rescinded on March 29, 2013.

F2: Represents shares of the Issuer's common stock held by The Peterson Family Trust, of which the Reporting Person is Trustee.

F3: Represents 40,000 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.