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: PETERSON MICHAEL L (Exec VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	S	65000	$2.0903	Disposed	602598	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5209	Indirect
Common Stock	26668	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: 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 Person's holding includes 250,000 shares and 260,000 shares issued pursuant to restricted stock agreements, 85,000 balance of vested stock, 7,449 shares issued pursuant to debt conversion and 149 issued pursuant to 2008 Blast stock grant (50,000 reverse split 112:1, then reverse split 3:1=149 shares).

F3: Represents shares held by Peterson Family Trust, a trust 100% owned and controlled by Mr. Peterson and his spouse.

F4: Represents 13,334 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.