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: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-29	Common Stock	S	3500	$2.00	Disposed	1079234	Direct
2014-09-02	Common Stock	G	15000	$.003	Disposed	1064234	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57334	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (Right to Buy)	$2.34	2017-12-16	Common Stock (1906)	1906	Direct
Common Stock Warrant (Right to Buy)	$5.25	2017-03-22	Common Stock (953)	953	Direct
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

Footnotes

F1: All sales were pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person on September 30, 2013.

F2: Reporting Person and his spouse made bona fide gift transfers of an aggregate of 15,000 shares, in a private transaction, from shares held in community property.

F3: Reporting Person's holdings include 83,334 shares, 350,000 shares and 219,500 balance shares respectively issued pursuant to restricted stock grants, and 411,400 remaining of Founders stock.

F4: Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.