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: 2015-02-09

Reporting Person: Ingriselli Frank C (Director, CEO and Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-09	Common Stock	S	33750	$.6021	Disposed	2342441	Direct
2015-02-10	Common Stock	S	100000	$.003	Disposed	2242441	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$0.375	2020-01-07	Common Stock (370000)	370000	Direct
Common Stock Warrant (Right to Buy)	$2.34	2017-12-16	Common Stock (38096)	38096	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 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 February 9, 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-3(d).

F2: Reporting Person's holdings include 166,667 shares, 313,750 shares, 486,000 shares and 370,000 shares issued pursuant to restricted stock grants; 40,123 shares issued pursuant to an option exercise; 618,334 and 1,890 transferred from Global Venture Investments, LLC; 27,677 shares remaining from Founders stock grant; 190,000 acquired in private transactions and 28,000 acquired in open market purchases.

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

F4: Common stock shares were transferred pursuant to a charitable gift in a private transaction.