PEDEVCO CORP — Director's Dealing 2015

Jan 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEDEVCO CORP (PED)
CIK: 0001141197
Period of Report: 2015-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Common Stock	S	54000	$0.4119	Disposed	2006191	Direct
2015-01-07	Common Stock	A	370000	$0.37	Acquired	2376191	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-07	Incentive Stock Option (Right to Buy)	$.37	A	370000	Acquired	2020-01-07	Common Stock (370000)	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)	$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 January 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-3(d).

F2: Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 40% of the shares on the nine (9) month anniversary of the Grant Date; (ii) 20% on the twelve month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date; and (iv) 20% on the twenty-four (24) month anniversary of the Grant Date, in each case subject to the Recipient being an employee of, or consultant to, the Company on such vesting date, and subject to the terms and conditions of a Restricted Stock Agreement.

F3: Reporting Person's holdings include 166,667 shares, 347,500 shares, 486,000 shares, and 370,000 shares issued pursuant to restricted stock grants; 40,123 shares issued pursuant to an option exercise; 718,334 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.

F4: Incentive Stock Option granted to Reporting Person with vesting as follows: (i) 50% of the shares on the six (6) month anniversary of the Grant Date; (ii) 20% on the twelve (12) month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date and (iv) 10% on the twenty-four (24) month anniversary of the Grant Date, in each case subject to the recipient of the Option being an employee of or consultant to the Company on such vesting date, and subject to the terms and conditions of a Stock Option Agreement.

F5: Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.