Sec Form 4 Filing - PETERSON MICHAEL L @ PEDEVCO CORP - 2014-07-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PETERSON MICHAEL L 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) Exec VP and CFO (Last) (First) (Middle) 4125 BLACKHAWK PLAZA CIRCLE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2014 (Street) DANVILLE, CA94506 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01/2014 A V 395,000 ( 1 ) ( 2 ) A $ 1.94 997,598 D Common Stock 07/03/2014 G V 50,000 ( 3 ) D $ 0.3 947,598 D Common Stock 07/01/2014 S V 9,000 ( 4 ) D $ 2.0651 938,598 ( 5 ) D Common Stock 5,209 I By The Peterson Family Trust ( 6 ) Common Stock 07/03/2014 G 10,000 ( 3 ) A $ 0.3 36,668 ( 7 ) I By dependent 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 0.51 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERSON MICHAEL L 4125 BLACKHAWK PLAZA CIRCLE SUITE 201 DANVILLE, CA94506 Exec VP and CFO Signatures /s/ Clark Moore, Attorney in Fact 07/03/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 20% of the shares on the six (6) month anniversary of the Grant Date; (ii) 20% on the nine (9) month anniversary of the Grant Date; (iii) 20% on the twelve (12) month anniversary of the Grant Date; (iv) 10% on the eighteen (18) month anniversary of the Grant Date (cont'd in next footnote). ( 2 )Vesting (v) 10% on the twenty-four (24) month anniversary of the Grant Date; (vi) 10% on the thirty (30) month anniversary of the Grant Date; and (vii) 10% on the thirty-six (36) month anniversary of the Grant Date, subject to the recipient of the shares being an employee of, or consultant to, the Company on such vesting date, and subject to the terms of a Restricted Shares Grant Agreement entered into by and between the Company and the recipient. ( 3 )Reporting Person made charitable and bonafide gift transfers of an aggregate of 50,000 shares in private transactions including transfers of an aggregate of 10,000 shares to two of his dependent children. ( 4 )All sales were sold pursuant to Reporting Person's Rule 10b5-1 Sales Plan established on September 30, 2013. ( 5 )Reporting Person's holding includes 200,000 shares, 260,000 shares and 395,000 shares issued pursuant to restricted stock agreement, 76,000 balance of vested stock, 7,449 shares issued pursuant to debt conversion, 149 issued pursuant to 2008 Blast stock grant. ( 6 )Represents shares held by Peterson Family Trust, a trust 100% owned and controlled by Mr. Peterson and his spouse. ( 7 )Represents 18,334 shares of the Issuer's common stock owned by each of the Reporting Person's two dependent children.

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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