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 VP

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2017

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	09/25/2017		G	V	40,000(1)	D	$0.2	106,943	D
Common Stock	10/04/2017		G	V	40,617(1)	D	$0.593	66,326	D
Common Stock	12/28/2017		A	V	260,000(2)	A	$0.3088	326,326	D
Common Stock	12/28/2017		S	V	15,750(3)	D	$0.3086	310,576(4)	D
Common Stock								5,734	I(5)	By Minor Children

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)	$2.2							07/22/2017	07/01/2021	Common Stock	28,000		28,000	D
Incentive Stock Option (Right to Buy)	$3.7							07/01/2015	07/01/2020	Common Stock	27,000		27,000	D
Incentive Stock Option (Right to Buy)	$5.1							12/18/2012	06/18/2012	Common Stock	4,447		4,447	D
Non-Qualified Stock Option (Right to Buy)	$5.1							12/18/2012	06/18/2022	Common Stock	18,887		18,887	D

Explanation of Responses:

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

2. Common stock of Issuer granted to Reporting Person pursuant to Issuer's 2012 Equity Incentive Plan 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.

3. Shares 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 December 28, 2017 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-13(d).

4. Reporting Person's holdings include: 3,334 shares, 9,352 shares, 36,750 and 260,000 all issued pursuant to restricted stock grants and 1,140 remaining of Founders Stock.

5. Represents 2,867 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.

	/s/Clark Moore	12/28/2017
	** 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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