SEC Form 4 · accession 0001354488-15-000090

PEDEVCO CORP · PED

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Frank C Ingriselli

Officer — CEO and Chairman · Director

Period of report

Jan 5, 2015

Accepted (ET)

Jan 7, 2015 · 5:17 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001141197

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jan 5, 2015	S	54,000	$0.4119	D	2,006,191	D
Common Stock^F2,F3	Jan 7, 2015	A	370,000	$0.37	A	2,376,191	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Incentive Stock Option (Right to Buy)^F4	$0.37	Jan 7, 2015	A	370,000	A	Jan 7, 2015	Jan 7, 2020	Common Stock	370,000	370,000	D
Common Stock Warrant (Right to Buy)^F5	$2.34	holding	—	—	—	Dec 16, 2013	Dec 16, 2017	Common Stock	38,096	38,096	I
Common Stock Warrant (Right to Buy)^F5	$5.25	holding	—	—	—	Mar 22, 2013	Mar 22, 2017	Common Stock	19,048	19,048	I
Non-Qualified Stock Option (Right to Buy)	$0.51	holding	—	—	—	Dec 18, 2012	Jun 18, 2022	Common Stock	348,267	348,267	D
Incentive Stock Option (Right to Buy)	$0.51	holding	—	—	—	Dec 18, 2012	Jun 18, 2022	Common Stock	42,533	42,533	D

Explanation of responses

F1All 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 January 1, 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).
F2Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 40% of the shares on the nine (9) month anniversary of the Grant Date; (ii) 20% on the twelve month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date; and (iv) 20% on the twenty-four (24) month anniversary of the Grant Date, in each case subject to the Recipient being an employee of, or consultant to, the Company on such vesting date, and subject to the terms and conditions of a Restricted Stock Agreement.
F3Reporting Person's holdings include 166,667 shares, 347,500 shares, 486,000 shares, and 370,000 shares issued pursuant to restricted stock grants; 40,123 shares issued pursuant to an option exercise; 718,334 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.
F4Incentive Stock Option granted to Reporting Person with vesting as follows: (i) 50% of the shares on the six (6) month anniversary of the Grant Date; (ii) 20% on the twelve (12) month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date and (iv) 10% on the twenty-four (24) month anniversary of the Grant Date, in each case subject to the recipient of the Option being an employee of or consultant to the Company on such vesting date, and subject to the terms and conditions of a Stock Option Agreement.
F5Global Venture Investments, LLC is an entity 100% owned and controlled by Reporting Person.