Sec Form 4 Filing - Overholtzer Gregory L @ PEDEVCO CORP - 2018-07-02

Insider filing report for Changes in Beneficial Ownership
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The following is an SEC EDGAR document rendered as filed.
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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 *
Overholtzer Gregory 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)
Chief Financial Officer
(Last)
(First)
(Middle)
4125 BLACKHAWK PLAZA CIRCLE, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
07/02/2018
(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 07/02/2018 M V 75,000 ( 1 ) A $ 0.3088 ( 2 ) 82,542 D
Common Stock 07/02/2018 F V 9,983 ( 3 ) D $ 2.32 72,559 ( 4 ) 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) $ 0.3088 07/02/2018 X V 75,000 ( 1 ) 06/28/2018 12/28/2022 Common Stock 75,000 $ 0.3088 ( 2 ) 75,000 D
Incentive Stock Option (Right to Buy) $ 1.1 12/28/2016 12/28/2021 Common Stock 60,000 60,000 D
Non-Qualified Stock Option (Right to Buy) $ 3 02/09/2012 02/08/2022 Common Stock 1,100 1,100 D
Incentive Stock Option (Right to Buy) $ 5.1 06/18/2012 06/18/2022 Common Stock 11,667 11,667 D
Incentive Stock Option (Right to Buy) $ 3.7 01/07/2015 01/07/2020 Common Stock 5,000 5,000 D
Incentive Stock Option (Right to Buy) $ 2.2 01/07/2016 01/07/2021 Common Stock 15,000 15,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Overholtzer Gregory L
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201
DANVILLE, CA94506
Chief Financial Officer
Signatures
/s/ Clark Moore, Attorney in Fact 07/03/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting Person exercised 75,000 options at $.3088 exercise price in a cashless net exercise at $2.32 per share with 65,017 shares of common stock issuable and 9,983 options returned to the Company's Equity Incentive Plan.
( 2 )Payment of cashless net exercise price of $23,160 with 9,983 options at $2.32 per share being returned to the Company's Equity Incentive Plan.
( 3 )This number represents shares of Pedevco common stock withheld to satisfy the payment of the cashless exercise of option.
( 4 )Reporting Person's holdings include: 3,442 and 4,100 shares issued pursuant to restricted stock grants and 65,017 shares issued pursuant to an ISO option exercise.

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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