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^*

Clark Moore

(Last)

(First)

(Middle)

4125 BLACKHAWK PLAZA CIRCLE

(Street)

DANVILLE

94506

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

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

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	V	290,000⁽¹⁾	A	$3.75	891,668⁽⁶⁾	D
Common Stock	08/08/2013		G	V	7,000⁽⁷⁾	D	$0.3	884,668	D
Common Stock								33,334⁽²⁾	I	By minor children⁽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)
Incentive Stock Option (Right to Buy)	$0.51⁽³⁾							12/18/2012	06/18/2022	Common Stock	44,467⁽³⁾		44,467	D
Non-Qualified Stock Option (Right to Buy)	$0.51⁽⁴⁾							12/18/2012	06/18/2022	Common Stock	188,867⁽⁴⁾		188,867	D
Common Stock Warrant (Right to Buy)	$5.25⁽⁵⁾							03/22/2013	03/22/2017	Common Stock	953⁽⁵⁾		953	D

Explanation of Responses:

1. Common stock of Issuer granted to Reporting Person on August 09, 2013. Grant of restricted stock subject to forfeiture. 40% vests on 6-month anniversary of grant date; 15% vests on 18-month anniversary of grant date; 15% vests on 24-month anniversary of grant date; 15% vests on 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. Represents 16,667 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.

3. Initial exercise price of $0.17 and grant of 133,400 options adjusted pursuant to 1:3 stock split of April 23, 2013.

4. Initial exercise price of $0.17 and grant of 566,500 options adjusted pursuant to 1:3 stock split of April 23, 2013.

5. Initial exercise price of $1.75 and issuance of 2,859 warrants adjusted pursuant to 1:3 stock split of April 23, 2013.

6. Includes 250,000 restricted stock grant and 1,555,000 balance of founders shares adjusted pursuant to the 1:3 stock split of April 23, 2013 to 83,334 and 518,334 shares respectively.

7. Reporting Person made a gift of 7000 shares in a private transaction.

	/s/Clark Moore	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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