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: PETERSON MICHAEL L (Exec VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	395000	$1.94	Acquired	997598	Direct
2014-07-03	Common Stock	G	50000	$.30	Disposed	947598	Direct
2014-07-01	Common Stock	S	9000	$2.0651	Disposed	938598	Direct
2014-07-03	Common Stock	G	10000	$.30	Acquired	36668	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5209	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% of the shares on the six (6) month anniversary of the 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 (cont'd in next footnote).

F2: Vesting (v) 10% on the twenty-four (24) month anniversary of the Grant Date; (vi) 10% on the thirty (30) month anniversary of the Grant Date; and (vii) 10% on the thirty-six (36) month anniversary of the 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 Shares Grant Agreement entered into by and between the Company and the recipient.

F3: Reporting Person made charitable and bonafide gift transfers of an aggregate of 50,000 shares in private transactions including transfers of an aggregate of 10,000 shares to two of his dependent children.

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 200,000 shares, 260,000 shares and 395,000 shares issued pursuant to restricted stock agreement, 76,000 balance of vested stock, 7,449 shares issued pursuant to debt conversion, 149 issued pursuant to 2008 Blast stock grant.

F6: Represents shares held by Peterson Family Trust, a trust 100% owned and controlled by Mr. Peterson and his spouse.

F7: Represents 18,334 shares of the Issuer's common stock owned by each of the Reporting Person's two dependent children.