SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ingriselli Frank C

(Last)

(First)

(Middle)

250 EAST HARTSDALE AVE

(Street)

HARTSDALE

10530

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [ PEDO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/09/2013		A		450,000⁽¹⁾	A	$3.75	751,135⁽⁶⁾	D
Common Stock								795,224⁽²⁾	I	BY Global Venture Investments LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrant (Right to Buy)	$2.25							01/03/2012	10/31/2014	Common Stock	334⁽³⁾		334	I	By Global Venture Investments LLC⁽³⁾
Common Stock Warrant (Right to Buy)	$5.25	03/22/2013		P		19,048		03/22/2013	03/22/2017	Common Stock	19,048⁽⁴⁾	⁽⁴⁾	19,382	I	By Global Venture Investments LLC⁽³⁾
Non-Qualified Stock Option (Right to Buy)	$0.51							12/18/2012	06/18/2022	Common Stock	348,267⁽⁵⁾		348,267	D
Incentive Stock Option (Right to Buy)	$0.51							12/18/2012	06/18/2022	Common Stock	42,533⁽⁵⁾		42,533	D

Explanation of Responses:

1. Common stock of Issuer granted to Reporting Person on August 9, 2013. Grant of restricted stock subject to forfeiture. 40% vests on 6-month anniversary of grant date; 15% vests on the 18-month anniversary of grant date; 15% vests on the 24-month anniversary of grant date; 15% vests on the 30-month anniversary of grant date and the balance 15% vests on the 36-month anniversary of grant date, for so long as recipient remains an employee of, or consultant to, the Company.

2. Post-Split common stock of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

3. Post-split common stock warrants of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.

4. Reporting Person acquired common stock warrants pursuant to a Promissory Note and Bridge Financing.

5. Post-split pursuant to April 23, 2013 1:3 reverse split of common stock.

6. Includes post split numbers for restricted stock grant of 116,667 shares (formerly 350,000 shares), an option exercise and issuance of 40,123 shares and 94,345 shares remaining from Founders share grant.

	/s/ Clark Moore, Attorney in Fact	08/12/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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