PEDEVCO CORP — Director's Dealing 2014

Sep 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-08-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock	S	3500	$2.00	Disposed	935098	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: All sales were sold pursuant to Reporting Person's Rule 10b5-1 Sales Plan established on September 30, 2013.

F2: Reporting Person's holding includes 200,000 shares, 247,500 shares and 395,000 shares issued pursuant to restricted stock grants; 85,000 balance of vested stock, 7449 shares issued pursuant to debt conversion and 149 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 18,334 shares of the Issuer's common stock owned by each of the Reporting Person's two dependent children.