Sec Form 4 Filing - PETERSON MICHAEL L @ PEDEVCO CORP - 2016-12-28

Insider filing report for Changes in Beneficial Ownership
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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)
President and CEO
(Last) (First) (Middle)
4125 BLACKHAWK PLAZA CIRCLE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
12/28/2016
(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 12/12/2016 G V 50,000 ( 1 ) D $ 0.17 1,073,528 D
Common Stock 12/28/2016 A V 1,650,000 ( 2 ) A $ 0.11 2,723,528 ( 3 ) D
Common Stock 5,209 I ( 4 ) By The Peterson Family Trust
Common Stock 36,668 I ( 5 ) 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 Der ivative 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 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 01/07/2021 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
President and CEO
Signatures
/s/ Clark Moore, Attorney in Fact 12/30/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Common shares were transferred pursuant to a gift in a private transaction.
( 2 )Common stock of Issuer granted to Reporting Person 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 )Reporting Person's holdings include: 45,000, 198,750, 126,500, 115,000, 109,745, 470,935 and 1,650,000 shares all issued pursuant to restricted stock grants; 7,449 issued pursuant to debt conversion and 149 issued pursuant to a 2008 Blast Stock Grant.
( 4 )Represents shares held by the Peterson Family Trust, a Trust owned 100% by Mr. Peterson and his spouse.
( 5 )Represents shares of common stock 50% owned by each of 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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