Sec Form 4 Filing - PETERSON MICHAEL L @ PEDEVCO CORP - 2018-06-28

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 _____ Officer (give title below) X __ Other (specify below) Contractor (Last) (First) (Middle) 4125 BLACKHAWK PLAZA CIRCLE, SUITE 201 3. Date of Earliest Transaction (MM/DD/YY) 06/28/2018 (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 06/28/2018 S V 119,000 ( 1 ) D $ 2.9562 442,081 D Common Stock 521 I By The Peterson Family Trust ( 2 ) Common Stock 1,834 I By dependent child ( 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) $ 2.2 01/07/2017 01/07/2021 Common Stock 30,000 30,000 D Incentive Stock Option (Right to Buy) $ 3.7 01/07/2015 01/07/2020 Common Stock 32,500 32,500 D Incentive Stock Option (Right to Buy) $ 5.1 12/28/2012 06/18/2022 Common Stock 6,380 6,380 D Non-Qualified Stock Option (Right to Buy) $ 2.4 12/28/2012 06/18/2022 Common Stock 10,000 10,000 D Non-Qualified Stock Option (Right to Buy) $ 5.1 12/18/2012 06/18/2022 Common Stock 26,954 26,954 D Non-Qualified Stock Option (Right to Buy) $ 302.4 02/02/2011 02/02/2021 Common Stock 298 298 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERSON MICHAEL L 4125 BLACKHAWK PLAZA CIRCLE SUITE 201 DANVILLE, CA94506 Contractor Signatures /s/ Clark Moore, Attorney-In-Fact 06/29/2018 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 June 28, 2018 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 )Represents shares held by The Peterson Family Trust, a trust owned 100% by Mr. Peterson and his spouse. ( 3 )Represents shares held by Reporting Person's dependent child.

Remarks: Mr. Peterson resigned from his position as Chief Executive Officer and President as of May 31, 2018.

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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