Evolution Petroleum Corporation

(Name of Issuer)

Common Stock, $0.001

(Title of Class of Securities)

30049A107

(CUSIP Number)

Scott Bedford 1229 Burlingame Ave Suite 205 Burlingame, CA 94010

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
*   The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

30049A107

1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Scott Bedford
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
				(a)		[_]
				(b)		[X]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS
	AF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)					[_]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.	SOLE VOTING POWER
	2,369,510
8.	SHARED VOTING POWER
	0
9.	SOLE DISPOSITIVE POWER
	2,369,510
10.	SHARED DISPOSITIVE POWER					[_]
	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
	PERSON
	2,369,510 (1)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.28%
14.	TYPE OF REPORTING PERSON
	IN

CUSIP No.	30049A107
Item 1.	Security and Issuer.
	NO MATERIAL CHANGE FROM ORIGINAL 13D FILED ON NOVEMBER 21, 2008.
Item 2.	Identity and Background.
	(a)	This Schedule 13D is being filed by Scott Bedford, a citizen of the United States of America(the "Reporting Person").
	(b)	The business office of the Reporting Person is 1229 Burlingame Ave, Suite 205, Burlingame, CA 94010.
	(c)	Mr. Bedford is the president of Peninsula Capital Management, Inc., which is the general partner of Peninsula Capital Management, LP, a California limited partnership, which serves as the investment adviser to certain pooled investment vehicles.  Mr. Bedford also serves as a managing member of Peninsula-JVL Capital Advisors, LLC, which is the general partner of Belridge Energy Advisors, LP ("Belridge").
	(d)	The Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
	(e)	The Reporting Person has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years, and is not subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 4.	Purpose of Transaction.
	NO MATERIAL CHANGE FROM ORIGINAL 13D FILED ON NOVEMBER 21, 2008.
Item 5.	Interest in Securities of the Issuer.

(a),(b)

The percentage of beneficial ownership has been calculated based upon an aggregate of 28,609,891 Shares outstanding as of September 9, 2013, according to the Issuer's most recent Form 10-Q that was filed on September 13, 2013.   As of the date hereof, Mr. Bedford may be deemed to beneficially own 2,369,510 Shares, or 8.28% of Shares of the Issuer. 1   Mr. Bedford shares the power to vote or direct the vote of 0 Shares to which this filing relates.   Mr. Bedford has the sole power to vote or direct the vote of 2,369,510 Shares to which this filing relates.   Mr. Bedford shares the power to dispose or direct the disposition of 0 Shares to which this filing relates.   Mr. Bedford has the sole power to dispose or direct the disposition of 2,369,510 Shares to which this filing relates.   Mr. Bedford specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein.

	(c)		The trading dates, number of Shares purchased and sold and price per Share for all transactions in the Shares by the Reporting Person occurring in the past 60 days are reported in Exhibit B.
	(d)		Not applicable.
	(e)		Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect
	to Securities of the Issuer.
	NO MATERIAL CHANGE FROM ORIGINAL 13D FILED ON NOVEMBER 21, 2008.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Transactions in the Shares by the Reporting Person during the past 60 days.

---

 

	SCOTT BEDFORD*
	/s/ Scott Bedford
	October 23, 2013
	Date

 

 

 

 

Date of Transaction	Number of Shares Purchase/(Sold)	Price of Shares
12/21/2012	(500,000)	8.07
9/5/2013	(6,416)	11.74
9/6/2013	(5,000)	11.80
9/7/2013	(54,576)	11.51
9/11/2013	(61,794)	12.00
10/17/2013	(50,000)	12.00
10/18/2013	(30,000)	12.24
10/19/2013	(12,153)	12.50