Sec Form 4 Filing - Ingriselli Frank C @ PEDEVCO CORP - 2015-01-05

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 Chairman (Last) (First) (Middle) 4125 BLACKHAWK PLAZA CIRCLE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 01/05/2015 (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 01/05/2015 S V 54,000 ( 1 ) D $ 0.4119 2,006,191 D Common Stock 01/07/2015 A V 370,000 ( 2 ) A $ 0.37 2,376,191 ( 3 ) 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. 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) $ 0.37 01/07/2015 A V 370,000 ( 4 ) 01/07/2015 01/07/2020 Common Stock 370,000 $ 0.37 370,000 D Common Stock Warrant (Right to Buy) $ 2.34 12/16/2013 12/16/2017 Common Stock 38,096 38,096 I By Global Venture Investments, LLC ( 5 ) 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 ( 5 ) 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 Chairman Signatures /s/ Clark Moore, Attorney in Fact 01/07/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All sales were sold pursuant to a 10b5-1 trading plan previously adopted by Reporting Person on December 15, 2014 to satisfy Reporting Person's tax liability in connection with the January 1, 2015 vesting of certain shares of restricted stock which were granted under the Company's 2012 Equity Incentive Plan, which grant was exempt from Section 16(b) pursuant to Rule 16b-3(d). ( 2 )Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 40% of the shares on the nine (9) month anniversary of the Grant Date; (ii) 20% on the twelve month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date; and (iv) 20% on the twenty-four (24) 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 166,667 shares, 347,500 shares, 486,000 shares, and 370,000 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; 27,677 shares remaining from Founders stock grant; 190,000 acquired in private transactions and 28,000 acquired in open market purchases. ( 4 )Incentive Stock Option granted to Reporting Person with vesting as follows: (i) 50% of the shares on the six (6) month anniversary of the Grant Date; (ii) 20% on the twelve (12) month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date and (iv) 10% on the twenty-four (24) month anniversary of the Grant Date, in each case subject to the recipient of the Option being an employee of or consultant to the Company on such vesting date, and subject to the terms and conditions of a Stock Option Agreement. ( 5 )Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.

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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