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: Clark Moore (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-05	Common Stock	S	35000	$.4116	Disposed	1029234	Direct
2015-01-07	Common Stock	A	270000	$0.37	Acquired	1299234	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	270000	Acquired	2020-01-07	Common Stock (270000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	57334	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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: 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 (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: 83,334 shares; 219,500 shares; 315,00 shares and 270,000 shares issued pursuant to restricted stock grants, and 411,400 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.

F5: 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 of, or consultant to, the Company on such vesting date and subject to the terms and conditions of a Stock Option Agreement.