Sec Form 4 Filing - KUKES SIMON G @ PEDEVCO CORP - 2019-03-01

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 KUKES SIMON G 2. Issuer Name and Ticker or Trading Symbol PEDEVCO CORP [ PED] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 5100 WESTHEIMER SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2019 (Street) HOUSTON, TX77056 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 03/01/2019 M( 1 ) 11,594,322 A $ 2.13 33,030,718 I Through SK Energy LLC Common Stock 03/01/2019 M( 2 ) 3,737,945 A $ 2.13 36,768,663 I Through SK Energy LLC Common Stock 525,000 D Common Stock 3,000 I By spouse

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 Convertible Promissory Notes $ 2.13 03/01/2019 P 08/29/2018 08/01/2021 Common Stock 740,063 ( 4 ) $ 1,500,000 ( 5 ) $ 23,500,000 ( 6 ) I Through SK Energy LLC Convertible Promissory Note $ 2.13 03/01/2019 M 08/29/2018 08/01/2021 Common Stock 11,594,322 ( 7 ) ( 1 ) $ 0 I Through SK Energy LLC Promissory Note $ 2.13 03/01/2019 J( 8 ) 03/01/2019 06/25/2021 Common stock 3,737,945 ( 9 ) ( 8 ) $ 7,700,000 ( 10 ) I Through SK Energy LLC Promissory Note $ 2.13 03/01/2019 M 03/01/2019 06/25/2021 Common stock 3,737,945 ( 9 ) ( 2 ) $ 0 I Through SK Energy LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KUKES SIMON G 5100 WESTHEIMER SUITE 200 HOUSTON, TX77056 X X Chief Executive Officer Signatures /s/ Simon Kukes 03/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Convertible Promissory Notes (described in footnote 6) were converted into common stock of the Issuer at the option of the holder, pursuant to their terms. ( 2 )The Promissory Note (described in footnote 8) was converted into common stock of the Issuer at the option of the holder, pursuant to its terms. ( 3 )Not including interest on the Convertible Promissory Notes. ( 4 )Includes interest on the Convertible Promissory Notes which is also convertible into common stock of the Issuer at the option of the holder, pursuant to the terms of the Convertible Promissory Notes. ( 5 )Plus accrued interest on the Convertible Promissory Notes of $76,334. ( 6 )Plus accrued interest on the Convertible Promissory Notes of $1,195,905. ( 7 )Includes shares of common stock issuable upon conversion of interest on the Convertible Promissory Notes, which is convertible into common stock at a conversion price of $2.13 per share pursuant to the terms of such Convertible Promissory Notes. ( 8 )The Promissory Note was amended on March 1, 2019 to provide the holder the right to convert such note (principal and interest) into common stock of the Issuer at a conversion price of $2.13 per share. ( 9 )Includes shares of common stock issuable upon conversion of interest on the Promissory Note, which is convertible into common stock at a conversion price of $2.13 per share pursuant to the terms of such Convertible Promissory Note. ( 10 )Plus accrued interest on the Promissory Note of $261,824.

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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