Sec Form 4 Filing - Ingriselli Frank C @ 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 Ingriselli Frank C 2. Issuer Name and Ticker or Trading Symbol PEDEVCO CORP [ PED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (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 540,000 ( 1 ) ( 2 ) A $ 1.94 1,979,691 D Common Stock 07/03/2014 G 30,000 ( 3 ) D $ 0.003 ( 3 ) 1,949,691 D Common Stock 07/03/2014 G 75,000 ( 7 ) D $ 0.003 ( 7 ) 1,874,691 D Common Stock 07/01/2014 S V 9,000 ( 4 ) D $ 2.0264 1,865,691 ( 5 ) D

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. Numb er 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 Common Stock Warrant (Right to Buy) $ 2.34 12/16/2013 12/16/2017 Common Stock 38,096 39,086 I By Global Venture Investments, LLC ( 6 ) Common Stock Warrant (Right to Buy) $ 2.25 01/03/2012 10/31/2014 Common Stock 334 334 I By Global Venture Investments, LLC ( 6 ) Common Stock Warrant (Right to Buy) $ 5.25 03/22/2013 03/22/2017 Common Stock 19,048 19,048 I By Global Venture Investments, LLC ( 6 ) Non-Qualified Stock Option (Right to Buy) $ 0.51 12/18/2012 06/18/2022 Common Stock 348,267 348,267 D Incentive Stock Option (Right to Buy) $ 0.51 12/18/2012 06/18/2022 Common Stock 42,533 42,533 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ingriselli Frank C 4125 BLACKHAWK PLAZA CIRCLE SUITE 201 DANVILLE, CA94506 X CEO and President 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 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 (see next foot note). ( 2 )Vesting (v) 10% on the twenty-four (24) month anniversary of the Grant Date; (vi) 10% on the (30) month anniversary of the Grant Date; and (vii) the balance 10% on the thirty-six (36) month anniversary of the Grant Date, subject to the recipient 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 )Common stock shares were transferred pursuant to a bonafide gift in a private transaction. ( 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 166,667 shares, 540,000 shares and 351,000 balance shares issued pursuant to restricted stock grants, 40,123 shares issued pursuant to an option exercise, 718,334 and 1,890 transferred from Global Venture Investments, LLC and 27,677 shares remaining from Founder's stock grant with 20,000 shares acquired in a private transaction. ( 6 )Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person. ( 7 )Reporting Person made a charitable gift of 75,000 shares.

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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