Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
PEDEVCO CORP.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
70532Y303
(CUSIP
Number)
Dr. Simon G. Kukes
5100 Westheimer Suite 200
Houston, Texas 77056
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 21, 2019
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 70532Y303
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SCHEDULE
13D
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Page
2 of
5
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1
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NAME OF
REPORTING PERSONS
SK Energy LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
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3
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SEC USE
ONLY
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|||
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4
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SOURCE
OF FUNDS
WC
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|||
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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7
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SOLE
VOTING POWER
|
0
|
|
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
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43,586,844 shares of Common Stock
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
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0
|
|
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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43,586,844 shares of Common Stock
|
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,586,844 shares of Common Stock
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
81.0% of the Issuer's outstanding Common Stock
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14
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TYPE OF
REPORTING PERSON
OO
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CUSIP No. 70532Y303
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SCHEDULE
13D
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Page
3 of
5
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1
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NAME OF
REPORTING PERSONS
Dr. Simon Kukes
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒
(b) ☐
|
|||
|
3
|
SEC USE
ONLY
|
|||
|
4
|
SOURCE
OF FUNDS
PF, WC
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|||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
|||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States Citizen
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|||
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NUMBER
OF
|
7
|
SOLE
VOTING POWER
|
0
|
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
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43,589,844 shares of Common Stock1
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|
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OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
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525,000
|
|
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REPORTING
PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
|
43,589,844 shares of Common Stock1
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|
|
11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,114,844 shares of Common Stock
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|||
|
12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.0% of the Issuer's outstanding Common Stock
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14
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TYPE OF
REPORTING PERSON
IN
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CUSIP No. 70532Y303
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SCHEDULE
13D
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Page
4 of
5
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This
Amendment No. 6 (the “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on July 10,
2018, as amended by the Amendment No. 1 thereto, filed with the
Commission on September 11, 2018, the Amendment No. 2 thereto,
filed with the Commission on October 26, 2018 the Amendment No. 3
thereto, filed with the Commission on December 26, 2018, the
Amendment No. 4 thereto, filed with the Commission on February 19,
2019, and the Amendment No. 5 thereto, filed with the Commission on
March 5, 2019 (such Schedule 13D as amended to date, the
“Schedule
13D”), by SK Energy LLC, a Delaware limited liability
company (“SK
Energy”), and Dr. Simon G. Kukes (“Kukes”), each a
“Reporting
Person” and collectively, the “Reporting Persons.”
Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 3. Source of Amount of Funds or Other
Compensation
Item 3 is hereby amended and modified to include the following
(which shall be in addition to the information previously included
in the Schedule 13D):
On May 20, 2019, SK Energy purchased 6,818,181 shares of restricted
common stock from the Company at a price of $2.20 per share (the
“Purchase
Price”), or $15 million
in aggregate, pursuant to a Common Stock Subscription Agreement,
dated May 20, 2019, entered into by and between the Company and SK
Energy (the “Subscription
Agreement”). The Purchase
Price represented an approximately 5% premium to the closing price
of the Company’s common stock on the NYSE American Exchange
as of the closing date and was above the greater of the book/market
price of the Company’s common stock for the purposes of the
NYSE American Exchange.
Item 5. Interest in Securities of the Issuer
(a)
As of the close of
business on May 21, 2019, the Reporting Persons beneficially own in
aggregate 44,114,844 shares of Common Stock representing 82.0% of
the 53,827,065 shares of the Company’s issued and outstanding
Common Stock on such date. As of the close of business on May
21, 2019, SK Energy beneficially owns an aggregate 43,586,844
shares of Common Stock representing 81.0% of the 53,827,065 shares
of the Company’s issued and outstanding Common Stock on such
date. By virtue of his relationship with SK Energy discussed in
further detail in Item 2, Kukes is deemed to beneficially own the
shares of Common Stock beneficially owned by SK
Energy.
(b)
Kukes may be deemed
to have shared power with SK Energy, to vote and dispose of the
securities reported in this Schedule 13D beneficially owned by SK
Energy.
(c)
See Item 3,
above.
(d)
No other person has
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the securities
beneficially owned by the Reporting Persons, except in connection
with the 3,000 shares of common stock owned by Dr. Kukes’
spouse.
(e)
N/A.
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CUSIP No. 70532Y303
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SCHEDULE
13D
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Page
5 of
5
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: May
21, 2019
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SK Energy LLC
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/s/ Dr. Simon G. Kukes
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Dr.
Simon G. Kukes
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Chief
Executive Officer
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/s/ Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.