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: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-01	Common Stock	A	350000	$1.94	Acquired	1139734	Direct
2014-07-03	Common Stock	G	48000	$.003	Disposed	1091734	Direct
2014-07-01	Common Stock	S	9000	$2.0264	Disposed	1082734	Direct
2014-07-03	Common Stock	G	24000	$.003	Acquired	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: 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) the balance 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 and his spouse made bona fide gift transfers of an aggregate of 48,000 shares in private transactions from shares held in community property, including transfers of an aggregate of 12,000 shares to each of their two minor children.

F4: All sales were sold pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person on September 30, 2013.

F5: Reporting Person's holding includes 83,334 shares, 350,000 shares and 232,000 shares remaining respectively issued pursuant to restricted stock grants, and 417,400 balance of Founders stock.

F6: Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.