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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PEDEVCO CORP [ PED ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 01/07/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 08/18/2015 | G | 50,000(1) | D | $0.5787 | 1,196,723 | D | |||
Common Stock | 12/31/2015 | G | 50,000(1) | D | $0.5787 | 1,146,723 | D | |||
Common Stock | 5,209 | I | By The Peterson Family Trust(2) | |||||||
Common Stock | 36,668 | I | By dependent children(3) | |||||||
Common Stock | 01/07/2016 | A | 600,000(4) | A | $0.22 | 1,746,723(5) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $0.22 | 01/07/2016 | A | 300,000(6) | 01/07/2016 | 01/07/2021 | Common Stock | 300,000 | $0.22 | 300,000 | D | ||||
Incentive Stock Option (Right to Buy) | $0.37 | 01/07/2015 | 01/07/2020 | Common Stock | 325,000 | 325,000 | D | ||||||||
Incentive Stock Option (Right to Buy) | $0.51 | 12/18/2012 | 06/18/2022 | Common Stock | 63,800 | 63,800 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $0.24 | 03/01/2012 | 10/07/2021 | Common Stock | 100,000 | 100,000 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $0.51 | 12/18/2012 | 06/18/2022 | Common Stock | 269,534 | 269,534 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $67.2 | 09/20/2008 | 05/28/2018 | Common Stock | 447 | 447 | D | ||||||||
Non-Qualified Stock Option (Right to Buy) | $30.24 | 02/02/2011 | 02/02/2021 | Common Stock | 2,977 | 2,977 | D |
Explanation of Responses: |
1. Common Stock shares were transferred pursuant to a charitable gift in a private transaction. |
2. Represents shares held by the Peterson Family Trust, a Trust owned 100% by Mr. Peterson and his spouse. |
3. Represents shares of Issuer's common stock 50% owned by each of Reporting Person' two dependent children. |
4. Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 50% of the shares on the six (6) month anniversary of the Grant Date; (ii) 30% on the twelve (12) month anniversary of the Grant Date; and (iii) 20% on the eighteen (18) month anniversary of the Grant Date, in each case 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. |
5. Reporting Persons' holdings includes: 160,000; 223,125; 216,000; 180,000, 325,000 and 600,000 shares issued pursuant to restricted stock grants; 35,000 balance of vested stock; 7,449 shares issued pursuant to debt conversion and 149 shares issued pursuant to a 2008 Blast Stock Grant. |
6. 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) 30% on the twelve (12) month anniversary of the Grant Date, and (iii) 20% on the eighteen (18) month anniversary of the Grant Date, in each case subject to the recipient of the Option 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. |
/s/ Clark Moore, Attorney in Fact | 01/08/2016 | |
** 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. |