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)
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201

(Street)
DANVILLE CA 94506

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [ PED ]
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 Chairman
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/31/2015 G V 50,000(1) D $0.003 2,192,441 D
Common Stock 04/01/2015 S V 14,500(2) D $0.6481 2,177,941 D
Common Stock 04/02/2015 S V 39,500(2) D $0.5708 2,138,441(3) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (Right to Buy) $0.37 01/07/2015 01/07/2020 Common Stock 370,000 370,000 D
Common Stock Warrant (Right to Buy) $2.34 12/16/2013 12/16/2017 Common Stock 38,096 38,096 I By Global Venture Investments, LLC(4)
Common Stock Warrant (Right to Buy) $5.25 03/22/2013 03/22/2017 Common Stock 19,048 19,048 I By Global Venture Investments, LLC(4)
Non-Qualified Stock Option (Right to Buy) $0.51 12/18/2012 06/18/2022 Common Stock 348,267 348,267 D
Incentive Stock Option (Right to Buy) $0.51 12/18/2012 06/18/2022 Common Stock 42,533 42,533 D
Explanation of Responses:
1. Common stock shares were transferred pursuant to a charitable gift in a private transaction.
2. 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 April 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).
3. Reporting Person's holdings include 166,667 shares, 313,750 shares, 432,000 shares and 370,000 shares issued pursuant to restricted stock grants; 40,123 shares issued pursuant to an option exercise; 568,334 and 1,890 transferred from Global Venture Investments, LLC; 27,677 shares remaining from Founders stock grant; 190,000 acquired in private transactions and 28,000 acquired in open market purchases.
4. Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.
/s/ Clark Moore, Attorney in Fact 04/03/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.