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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
PEDEVCO CORP.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
70532Y303
(CUSIP
Number)
Dr. Simon G. Kukes
5100 Westheimer Suite 200
Houston, Texas 77056
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
January 11, 2019
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934
(“Act”)
or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No.70532Y303
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SCHEDULE
13D
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Page 2
of 6
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1
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NAME OF
REPORTING PERSONS
SK Energy LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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7
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SOLE
VOTING POWER
|
0
|
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
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31,765,034 shares of Common Stock*
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON
WITH
|
10
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SHARED
DISPOSITIVE POWER
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31,765,034 shares of Common Stock*
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,765,034 shares of Common Stock*
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.9% of the Issuer's outstanding Common Stock
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14
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TYPE OF
REPORTING PERSON
OO
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*
Not including the conversion of interest into Common Stock under
the terms of the August 2018 Note (defined below), which interest
is also convertible into Common Stock.
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CUSIP No.70532Y303
|
SCHEDULE
13D
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Page 3
of 6
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1
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NAME OF
REPORTING PERSONS
Dr. Simon Kukes
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE
OF FUNDS
PF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐
|
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER
OF
|
7
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SOLE
VOTING POWER
|
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED
VOTING POWER
|
32,293,034 shares of Common Stock*
|
|
OWNED
BY
EACH
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
|
32,293,034 shares of Common Stock*
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,293,034 shares of Common Stock*
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ☐
|
|
13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.3% of the Issuer's outstanding Common Stock
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14
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TYPE OF
REPORTING PERSON
IN
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*
Not including the conversion of interest into Common Stock under
the terms of the August 2018 Note (defined below), which interest
is also convertible into Common Stock.
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CUSIP No.70532Y303
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SCHEDULE
13D
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Page
4 of
6
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This
Amendment No. 4 (the “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on July 10,
2018, as amended by the Amendment No. 1 thereto, filed with the
Commission on September 11, 2018, the Amendment No. 2 thereto,
filed with the Commission on October 16, 2018 and the Amendment No.
3 thereto, filed with the Commission on December 26, 2018 (such
Schedule 13D as amended to date, the “Schedule 13D”), by SK
Energy LLC, a Delaware limited liability company
(“SK
Energy”), and Dr. Simon G. Kukes (“Kukes”), each a
“Reporting
Person” and collectively, the “Reporting Persons.”
Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 3. Source of Amount of Funds or Other
Compensation
Item 3 is hereby amended and modified to include the following
(which shall be in addition to the information previously included
in the Schedule 13D):
On January 11, 2019, the Company sold a $15,000,000 Convertible
Promissory Note (the “January 2019
Convertible Note”) to SK
Energy. The January 2019 Convertible Note accrues interest monthly
at 8.5% per annum, which interest is payable on the maturity date
unless otherwise converted into common stock as described below.
The January 2019 Convertible Note and all accrued interest thereon
are convertible into shares of Common Stock, from time to time, at
the option of the holder thereof, at a conversion price equal to
$1.50 per share (the “Conversion
Price”). The conversion
of the January 2019 Convertible Note is subject to a 49.9%
conversion limitation for so long as SK Energy or any of its
affiliates holds such note, which prevents the conversion of any
portion thereof into Common Stock if such conversion would result
in SK Energy beneficially owning (as such term is defined in the
Securities Exchange Act of 1934, as
amended)(“Beneficially
Owning”) more than 49.9%
of the Company’s outstanding shares of Common Stock. The
January 2019 Convertible Note is due and payable on January 11,
2022, but may be prepaid at any time without penalty. The January
2019 Convertible Note contains standard and customary events of
default and, upon the occurrence of an event of default, the amount
owed under the January 2019 Convertible Note accrues interest at
10% per annum.
On February 15, 2019, the Company and SK Energy, entered
into a First Amendment to Convertible Promissory Notes (the
“Amendment”) which amended
(i) the Convertible Promissory Note, in the principal amount of
$22,000,000, issued by the Company to SK Energy on August 1, 2018
(the “August 2018
Note”) and the other $1,600,000 in Convertible
Promissory Notes sold by the Company on August 1, 2018 (the
“Other
Notes”), (ii) the Convertible Promissory Note, in the
principal amount of $7,000,000, issued by the Company to SK Energy
on October 25, 2018 (the “October 2018 Note”), and
(iii) the January 2019
Note (together with the August 2018 Note and the October
2018 Note, the “Convertible Notes”).
Pursuant to the Amendment, each of the Convertible Notes and each
of the Other Notes was amended to remove the conversion limitation
that previously prevented SK Energy from converting any portion of
the Convertible Notes (or Other Notes) into common stock of the
Company if such conversion would have resulted in SK Energy
Beneficially Owning more than 49.9% of the Company’s Common
Stock.
Immediately
following the entry into the Amendment, on February 15, 2019, SK
Energy elected to convert (i) all $15,000,000 of the outstanding
principal and $125,729 of accrued interest under the January 2019
Note, at a conversion price of $1.50 per share, as set forth in the
January 2019 Note, into 10,083,819 shares of Common Stock, and (ii)
all $7,000,000 of the outstanding principal and $186,776 of accrued
interest under the October 2018 Note, at a conversion price of
$1.79 per share, as set forth in the October 2018 Note, into
4,014,959 shares of Common Stock, which shares represent
approximately 47.1% of the Company’s then outstanding
29,907,223 shares of issued and outstanding Common Stock after
giving effect to the conversions.
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CUSIP No.70532Y303
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SCHEDULE
13D
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Page
5 of
6
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Item 5. Interest in Securities of the Issuer
(a)
As of the close of business on February 19, 2019,
the Reporting Persons beneficially own in aggregate 32,293,034
shares of Common Stock representing 80.3% of the 40,235,861 shares
of the Company’s issued and outstanding Common Stock which
would be issued and outstanding on such date assuming the full
conversion of the August 2018 Note into Common
Stock. As of the close of
business on February 19, 2019, SK Energy beneficially owns an
aggregate 31,765,034 shares of Common Stock representing 78.9% of
the 40,235,861 shares of the Company’s issued and outstanding
Common Stock which would be issued and outstanding on such date
assuming the full conversion of the August 2018 Note into Common
Stock. By virtue of his relationship with SK Energy discussed in
further detail in Item 2, Kukes is deemed to beneficially own the
shares of Common Stock beneficially owned by SK
Energy.
(b)
Kukes may be deemed
to have shared power with SK Energy, to vote and dispose of the
securities reported in this Schedule 13D beneficially owned by SK
Energy.
(d)
No other person has
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the securities
beneficially owned by the Reporting Persons.
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CUSIP No.70532Y303
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SCHEDULE
13D
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Page 6
of 6
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February
19, 2019
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SK Energy LLC
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/s/ Dr. Simon G. Kukes
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Dr.
Simon G. Kukes
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Chief
Executive Officer
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/s/ Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.