PEDEVCO CORP — Director's Dealing 2014

Feb 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2014-02-10

Reporting Person: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	S	58000	$2.0978	Disposed	789734	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	33334	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 sold pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person on September 20, 2013 to satisfy Reporting Person's tax liability in connection with the February 9, 2014 vesting of certain shares of restricted stock which were granted under the Company's 2012 Equity Incentive Plan, which grant was exempt from Section 16(b) pursuant to Rule 16b-3(d).

F2: Reporting Persons' holding includes 83,334 shares and 232,000 shares remaining respectively issued pursuant to restricted stock grants and 474,400 balance of Founders stock. 58,000 shares were sold at an average price of $2.0978 each.

F3: Represents 16,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.