Sec Form 4 Filing - Clark Moore @ PEDEVCO CORP - 2016-08-09

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 Clark Moore 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 (Last) (First) (Middle) 4125 BLACKHAWK PLAZA CIRCLE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 08/09/2016 (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 08/09/2016 S V 21,750 ( 1 ) D $ 0.2178 1,076,049 ( 2 ) D Common Stock 57,334 I By minor children ( 3 )

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) $ 0.22 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Moore 4125 BLACKHAWK PLAZA CIRCLE SUITE 201 DANVILLE, CA94506 Executive Vice President Signatures /s/Clark Moore 08/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 August 9,2016 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-13(d). ( 2 )Reporting Person's holdings include: 83,334 shares; 140,265 shares; 140,000 shares; 270,000 and 431,050 shares all issued pursuant to restricted stock grants and 11,400 shares remaining of Founders stock. ( 3 )Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor 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).

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