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: PETERSON MICHAEL L (President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Common Stock	S	39500	$.4114	Disposed	1095598	Direct
2015-01-07	Common Stock	A	325000	$0.37	Acquired	1420598	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	325000	Acquired	2020-01-07	Common Stock (325000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5209	Indirect
Common Stock	36668	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Incentive Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (63800)	63800	Direct
Non-Qualified Stock Option (Right to Buy)	$.24	2021-10-07	Common Stock (100000)	100000	Direct
Non-Qualified Stock Option (Right to Buy)	$.51	2022-06-18	Common Stock (269534)	269534	Direct
Non-Qualified Stock Option (Right to Buy)	$67.20	2018-05-28	Common Stock (447)	447	Direct
Non-Qualified Stock Option (Right to Buy)	$30.24	2021-02-02	Common Stock (2977)	2977	Direct

Footnotes

F1: All sales were sold pursuant to a 10b5-1 trading plan previously adopted by the 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 (12) 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, 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 holding includes 200,000, 247,500, 355,500, 200,000 and 325,000 shares issued pursuant to restricted stock grants; 85,000 balance of vested stock; 7,449 shares issued pursuant to debt conversion, and 149 shares issued pursuant to a 2008 Blast Stock grant.

F4: Represents shares held by the Peterson Family Trust, a trust 100% owned by Mr. Peterson and his spouse.

F5: Represents shares of Issuer's common stock 50% owned by each of the Reporting Person's two dependent children.

F6: 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, subject to the recipient being an employee or, or consultant to, the Company on such vesting date, and subject to the terms and conditions of a Stock Option Agreement.