PEDEVCO CORP — Director's Dealing 2014

Aug 27, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-08-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-25	Common Stock	A	170000	$1.87	Acquired	2035691	Direct

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)	$2.25	2014-10-31	Common Stock (334)	334	Indirect
Common Stock Warrant (Right to Buy)	$5.25	2017-03-22	Common Stock (19048)	19048	Indirect
Non-Qualified Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (348267)	348267	Direct
Incentive Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (42533)	42533	Direct

Footnotes

F1: This transaction, which constituted the purchase in a private transaction of 170,000 shares of the issuer's common stock, is matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, with Mr. Ingriselli's sale of 9,000 shares of common stock at $2.0264 per share on July 1, 2014 pursuant to a Rule 10b-1 plan established on September 30, 2013. As a result, Mr. Ingriselli has agreed to pay the issuer $1,408, representing the full amount of the profit realized by Mr. Ingriselli in connection with the short-swing transaction.

F2: Reporting Person's holding includes 166,667 shares, 540,000 shares and 351,000 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 and 20,000 and 170,000 shares acquired in private transactions.

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