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 *
PETERSON MICHAEL L
   2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [PED] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec VP and CFO
(Last)
(First)
(Middle)
4125 BLACKHAWK PLAZA CIRCLE, SUITE 201		 3. Date of Earliest Transaction (Month/Day/Year)
02/10/2014
(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 02/10/2014   S V 65,000 (1) D $ 2.0903 602,598 (2) D  
Common Stock               5,209 I (3) By The Peterson Family Trust
Common Stock               26,668 I (4) By minor children

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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) $ 0.51             12/18/2012 06/18/2022 Common Stock 63,800   63,800 D  
Non-Qualified Stock Option (Right to Buy) $ 0.24             03/01/2012 10/07/2021 Common Stock 100,000   100,000 D  
Non-Qualified Stock Option (Right to Buy) $ 0.51             12/18/2012 06/18/2022 Common Stock 269,534   269,534 D  
Non-Qualified Stock Option (Right to Buy) $ 67.2             09/20/2008 05/28/2018 Common Stock 447   447 D  
Non-Qualified Stock Option (Right to Buy) $ 30.24             02/02/2011 02/02/2021 Common Stock 2,977   2,977 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PETERSON MICHAEL L
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201
DANVILLE, CA 94506		       Exec VP and CFO  

Signatures

 /s/ Clark Moore, Attorney in Fact   02/12/2014
**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 the Reporting Person on September 20, 2013 to satisfy Reporting Person's tax liability in connection with the February 9, 2014 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 holding includes 250,000 shares and 260,000 shares issued pursuant to restricted stock agreements, 85,000 balance of vested stock, 7,449 shares issued pursuant to debt conversion and 149 issued pursuant to 2008 Blast stock grant (50,000 reverse split 112:1, then reverse split 3:1=149 shares).
(3) Represents shares held by Peterson Family Trust, a trust 100% owned and controlled by Mr. Peterson and his spouse.
(4) Represents 13,334 shares of the Issuer's common stock owned by each of the Reporting Person's two minor children.

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