PEDEVCO CORP — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-12-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock	A	8000	$0.63	Acquired	2050191	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-09	Common Stock	$2.25	J	334	Disposed	2014-10-31	Common Stock (334)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (Right to Buy)	$2.34	2017-12-16	Common Stock (38096)	38096	Indirect
Common Stock Warrant (Right to Buy)	$5.25	2017-03-22	Common Stock (19048)	19048	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: Reporting person purchased shares in an open market purchase, and short-swing profits will be disgorged to the Issuer to the extent required.

F2: Reporting Person's holding includes 166,667 shares, 540,000 shares and 347,500 balance shares issued pursuant to restricted stock grants, 40,123 shares issued pursuant to an option exercise, 718,334 and 1,890 transferred from Global Venture Investments, LLC; 27,677 shares remaining from Founders stock grant; 190,000 acquired in private transactions and 18,000 acquired in open market purchases.

F3: Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.

F4: This common stock warrant expired on 10/31/2014.