Clark Moore Form 4 PEDEVCO / Moore Clark 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^*

Clark Moore

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2016

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	01/27/2016		G	V	100,000(1)	D	$0.003	1,492,484	D
Common Stock	04/28/2016		F	V	140,735(2)	D	$0.23	1,351,749(3)	D
Common Stock								57,334	I	By minor 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	280,000		280,000	D
Incentive Stock Option (Right to Buy)	$0.37							01/07/2015	01/07/2020	Common Stock	270,000		270,000	D
Common Stock Warrant (Right to Buy)	$2.34							12/16/2013	12/16/2017	Common Stock	1,906		1,906	D
Common Stock Warrant (Right to Buy)	$5.25							03/22/2013	03/22/2017	Common Stock	953		953	D
Incentive Stock Option (Right to Buy)	$0.51							12/18/2012	06/18/2022	Common Stock	44,467		44,467	D
Non-Qualified Stock Option (Right to Buy)	$0.51							12/18/2012	06/18/2022	Common Stock	188,867		188,867	D

Explanation of Responses:

1. Common stock shares were transferred pursuant to a charitable gift in a private transaction.

2. Shares forfeited/withheld in lieu of payment of tax liability in connection with the vesting of 354,000 shares on April 28, 2016.

3. Reporting Persons' holdings include: 83,334 shares, 162,015 shares, 175,000 shares, 270,000 and 550,000 shares all issued pursuant to restricted stock grants and 111,400 shares remaining of Founders stock.

4. Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Persons' two minor children.

	/s/Clark Moore	04/28/2016
	** 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).
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