PEDEVCO CORP — Director's Dealing 2015

Feb 10, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2015-02-06

Reporting Person: Smith Elizabeth P (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-06	Common Stock	A	96775	$.62	Acquired	176776	Direct

Footnotes

F1: Common stock of Issuer granted to Reporting Person pursuant to Issuer's 2012 Equity Incentive Plan and Issuer's Board of Director's Compensation Plan as Reporting Person's annual equity compensation grant. 100% of the shares will become vested and nonforfeitable on September 10, 2015 (Reporting Persons' anniversary date as a Director of Issuer), for so long as Reporting Person remains a Director, an employee of, or a consultant to Issuer, and subject to the terms and conditions of a Restricted Shares Grant Agreement.

F2: Reporting Persons' holdings include 13,334 shares and 96,775 shares issued pursuant to restricted stock grants and 66,667 issued pursuant to Series A financing.