PEDEVCO CORP — Director's Dealing 2015

Apr 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2015-04-01

Reporting Person: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-31	Common Stock	G	40000	$.003	Disposed	1177484	Direct
2015-04-01	Common Stock	S	7500	$.6513	Disposed	1169984	Direct
2015-04-02	Common Stock	S	27500	$.5518	Disposed	1142484	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57334	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$.37	2020-01-07	Common Stock (270000)	270000	Direct
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: Reporting Person and his spouse made a charitable gift from shares held in community property.

F2: All sales were sold pursuant to a 10b5-1 trading plan previously adopted by Reporting Person on December 15, 2014 to satisfy Reporting Person's tax liability in connection with the April 1, 2015 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-13(d).

F3: Reporting Person's holding includes 83,334 shares, 197,750 shares; 280,000 shares and 270,000 shares issued pursuant to restricted stock grants and 311,400 remaining of Founders Stock.

F4: Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.