Peterson Michael L Form 4 PEDEVCO / MICHAEL L PETERSON ownership change

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^*

PETERSON MICHAEL L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2016

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	07/05/2016		G		100,000(1)	D	$0.23	1,363,968	D
Common Stock	07/07/2016		S	V	68,565(2)	D	$0.249	1,295,403	D
Common Stock	07/08/2016		S	V	50,000(2)	D	$0.251	1,245,403	D
Common Stock	07/11/2016		S	V	50,000(2)	D	$0.2313	1,195,403(5)	D
Common Stock								5,209	I	By The Peterson Family Trust(3)
Common Stock								36,668	I	By dependent children(4)

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)	$0.22							01/07/2016	01/07/2021	Common Stock	300,000		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. All sales were sold pursuant to a 10b5-1 trading plan previously adopted by Reporting Person to satisfy Reporting Person's tax liability in connection with the July 1, 2016 and July 7, 2016 vesting of certain shares of restricted stock which were granted under the Company's 2012 Equity Incentive Plan, which grants were exempt from Section 16(b) pursuant to Rule 16b-3(d).

3. Represents shares held by the Peterson Family Trust, a Trust owned 100% by Mr. Peterson and his spouse.

4. Represents shares of common stock 50% owned by each of Reporting Persons's two dependent children.

5. Reporting Person's holding include: 45,000; 223,125; 126,500; 180,000; 142,245 and 470,935 shares issued pursuant to restricted stock grants; 7,449 shares issues pursuant to debt conversion and 149 issued pursuant to a 2008 Blast stock grant.

	/s/ Clark Moore, Attorney in Fact	07/11/2016
	** 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).
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