PEDEVCO CORP — Director's Dealing 2014

Oct 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-10-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-08	Common Stock	A	200000	$1.41	Acquired	1135098	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5209	Indirect
Common Stock	36668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (63800)	63800	Direct
Non-Qualified Stock Option (Right to Buy)	$.24	2021-10-07	Common Stock (100000)	100000	Direct
Non-Qualified Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (269534)	269534	Direct
Non-Qualified Stock Option (Right to Buy)	$67.20	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: (i) 20% on the six (6) month anniversary of Grant Date; (ii) 20% on the twelve (12) month anniversary of Grant Date; (iii) 15% on the eighteen (18) month anniversary of Grant Date; (iv) 15% on the twenty-four (24) month anniversary of Grant Date; (v) 15% on the thirty (30) month anniversary of Grant Date; and (vi) 15% on the thirty-six (36) month anniversary of Grant date, subject to the recipient of the shares being an employee of, or consultant to, the Company on such vesting date and subject to the terms of a Restricted Stock Grant Agreement entered into by and between the Company and the recipient.

F2: Reporting Person's holding includes 200,000, 247,500, 395,000 and 200,000 shares issued pursuant to restricted stock grants; 85,000 balance of vested stock; 7,449 shares issued pursuant to debt conversion, and 149 shares issued pursuant to a 2008 Blast stock grant.

F3: Represents shares held by Peterson Family Trust, a trust 100% owned and controlled by Mr. Peterson and his spouse.

F4: Represents shares of Issuer's common stock 50% owned by each of the Reporting Person's two dependent children.