Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
March 1, 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
5
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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
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0
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SHARES
BENEFICIALLY
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8
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SHARED
VOTING POWER
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36,768,663 shares of Common Stock
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OWNED
BY
EACH
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9
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SOLE
DISPOSITIVE POWER
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0
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REPORTING
PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
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36,768,663 shares of Common Stock
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,768,663 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)
81.2% 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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CUSIP No.70532Y303
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SCHEDULE
13D
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Page
3 of
5
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1
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NAME OF
REPORTING PERSONS
Dr. Simon Kukes
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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
PF, 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
United States Citizen
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NUMBER
OF
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7
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SOLE
VOTING POWER
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0
|
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SHARES
BENEFICIALLY
|
8
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SHARED
VOTING POWER
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37,296,663 shares of Common Stock
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OWNED
BY
EACH
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9
|
SOLE
DISPOSITIVE POWER
|
0
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED
DISPOSITIVE POWER
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37,296,663 shares of Common Stock
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,296,663 shares of Common Stock
|
|
12
|
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)
82.4% 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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CUSIP No.70532Y303
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SCHEDULE
13D
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Page
4 of
5
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This
Amendment No. 5 (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 the Amendment No. 3
thereto, filed with the Commission on December 26, 2018, and the
Amendment No. 4 thereto, filed with the Commission on March 1, 2019
(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 March 1, 2019, the Company and SK Energy entered into a
First Amendment to Promissory Note (the “Amendment”) which amended
the promissory note, in the principal amount of $7,700,000, issued
by the Company to SK Energy on June 25, 2018 (the
“June 2018
Note”), to provide SK Energy the right, at any time,
at its option, to convert the principal and interest owed under
such June 2018 Note, into shares of the Company’s common
stock, at a conversion price of $2.13 per share. The June 2018 Note
previously only included a conversion feature whereby the Company
had the option to pay quarterly interest payments on the June 2018
Note in shares of Company common stock instead of cash, at a
conversion price per share calculated based on the average closing
sales price of the Company’s common stock on the NYSE
American for the ten trading days immediately preceding the last
day of the calendar quarter immediately prior to the quarterly
payment date.
In
addition, on March 1, 2019, the holders of $1,500,000 in aggregate
principal amount of Convertible Promissory Notes issued by the
Company on August 1, 2018 (the “August 2018 Notes”) sold
their August 2018 Notes at face value plus accrued and unpaid
interest through March 1, 2019 to SK Energy (the
“August 2018 Note
Sale”). Holders which sold their August 2018 Notes
pursuant to the August 2018 Note Sale to SK Energy include an
executive officer of SK Energy ($200,000 in principal amount of
August 2018 Notes); a trust affiliated with John J. Scelfo, a
director of the Company ($500,000 in principal amount of August
2018 Notes); an entity affiliated with Ivar Siem, a director of the
Company, and J. Douglas Schick the President of the Company
($500,000 in principal amount of August 2018 Notes); and Harold
Douglas Evans, a director of the Company ($200,000 in principal
amount of August 2018 Notes).
Immediately
following the effectiveness of the Amendment and August 2018 Note
Sale, on March 1, 2019, SK Energy elected to convert all
$31,200,000 of outstanding principal and an aggregate of $1,457,729
of accrued interest under the June 2018 Note and August 2018 Notes
into common stock of the Company at a conversion price of $2.13 per
share (the “Conversion Price” and the
“Conversions”) as set
forth in the June 2018 Note, as amended, and the August 2018 Notes
(collectively, the “Notes”), into an
aggregate of 15,332,267 shares of restricted common stock of the
Company (the “Conversion
Shares”).
Item 5. Interest in Securities of the Issuer
(a)
As of the close of
business on March 1, 2019, the Reporting Persons beneficially own
in aggregate 37,296,663 shares of Common Stock representing 82.4%
of the 45,288,828 shares of the Company’s issued and
outstanding Common Stock on such date. As of the close of
business on March 1, 2019, SK Energy beneficially owns an aggregate
36,768,663 shares of Common Stock representing 81.2% of the
45,288,828 shares of the Company’s issued and outstanding
Common Stock on such date. 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.
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CUSIP No.70532Y303
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SCHEDULE
13D
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Page
5 of
5
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(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.
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: March
4, 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.