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: Ingriselli Frank C (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-10	Common Stock	S	65000	$2.0904	Disposed	1444691	Direct
2014-02-11	Common Stock	S	25000	$2.14	Disposed	1419691	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock Warrant (Right to Buy)	$2.34	2017-12-16	Common Stock (38096)	38096	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: All sales are 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 166,667 shares and 360,000 balance shares issued pursuant to restricted stock grants, 40,123 shares issued pursuant to an option exercise, 793,334 and 1,890 transferred from Global Venture Investments, LLC and 57,677 shares remaining from Founder's stock grant.

F3: Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.