Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ingriselli Frank C
   2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [PED] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman
(Last)
(First)
(Middle)
4125 BLACKHAWK PLAZA CIRCLE, SUITE 201		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2015
(Street)

DANVILLE, CA 94506		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/09/2015   S V 33,750 (1) D $ 0.6021 2,342,441 D  
Common Stock 02/10/2015   S V 100,000 (4) D $ 0.003 2,242,441 (2) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) $ 0.375             01/07/2015 01/07/2020 Common Stock 370,000   370,000 D  
Common Stock Warrant (Right to Buy) $ 2.34             12/16/2013 12/16/2017 Common Stock 38,096   38,096 I By Global Venture Investments, LLC (3)
Common Stock Warrant (Right to Buy) $ 5.25             03/22/2013 03/22/2017 Common Stock 19,048   19,048 I By Global Venture Investments, LLC (3)
Non-Qualified Stock Option (Right to Buy) $ 0.51             12/18/2012 06/18/2022 Common Stock 348,267   348,267 D  
Incentive Stock Option (Right to Buy) $ 0.51             12/18/2012 06/18/2022 Common Stock 42,533   42,533 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ingriselli Frank C
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201
DANVILLE, CA 94506		   X     CEO and Chairman  

Signatures

 /s/ Clark Moore, Attorney in Fact   02/10/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) All sales were sold pursuant to a 10b5-1 trading plan previously adopted by Reporting Person on December 15, 2014 to satisfy Reporting Person's tax liability in connection with the February 9, 2015 vesting of certain shares of restricted stock which were granted under the Company's 2012 Equity Incentive Plan, which grant was exempt from Section 16(b) pursuant to Rule 16b-3(d).
(2) Reporting Person's holdings include 166,667 shares, 313,750 shares, 486,000 shares and 370,000 shares issued pursuant to restricted stock grants; 40,123 shares issued pursuant to an option exercise; 618,334 and 1,890 transferred from Global Venture Investments, LLC; 27,677 shares remaining from Founders stock grant; 190,000 acquired in private transactions and 28,000 acquired in open market purchases.
(3) Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.
(4) Common stock shares were transferred pursuant to a charitable gift in a private transaction.

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