PEDEVCO CORP — Director's Dealing 2014

Jul 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-07-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	540000	$1.94	Acquired	1979691	Direct
2014-07-03	Common Stock	G	30000	$.003	Disposed	1949691	Direct
2014-07-03	Common Stock	G	75000	$.003	Disposed	1874691	Direct
2014-07-01	Common Stock	S	9000	$2.0264	Disposed	1865691	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (Right to Buy)	$2.34	2017-12-16	Common Stock (38096)	39086	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: Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 20% of the shares on the six (6) month anniversary of Grant Date; (ii) 20% on the nine (9) month anniversary of the Grant Date; (iii) 20% on the twelve (12) month anniversary of the Grant Date; (iv) 10% on the eighteen (18) month anniversary of the Grant Date (see next foot note).

F2: Vesting (v) 10% on the twenty-four (24) month anniversary of the Grant Date; (vi) 10% on the (30) month anniversary of the Grant Date; and (vii) the balance 10% on the thirty-six (36) month anniversary of the Grant Date, subject to the recipient being an employee of, or consultant to, the Company on such vesting date, and subject to the terms of a Restricted Shares Grant Agreement entered into by and between the Company and the recipient.

F3: Common stock shares were transferred pursuant to a bonafide gift in a private transaction.

F4: All sales were sold pursuant to Reporting Person's Rule 10b5-1 Sales Plan established on September 30, 2013.

F5: 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 and 27,677 shares remaining from Founder's stock grant with 20,000 shares acquired in a private transaction.

F6: Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.

F7: Reporting Person made a charitable gift of 75,000 shares.