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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Clark Moore 		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)
Executive Vice President
(Last)          (First)          (Middle)

4125 BLACKHAWK PLAZA CIRCLE, SUITE 201 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2015
(Street)

DANVILLE, CA 94506
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/31/2015     G   V 40000   (1) D $.003   1177484   D    
Common Stock   4/1/2015     S   V 7500   (2) D $.6513   1169984   D    
Common Stock   4/2/2015     S   V 27500   (2) D $.5518   1142484   (3) D    
Common Stock                  57334   I   By minor children   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $.37                    1/7/2015   1/7/2020   Common Stock   270000     270000   D    
Common Stock Warrant (Right to Buy)   $2.34                    12/16/2013   12/16/2017   Common Stock   1906     1906   D    
Common Stock Warrant (Right to Buy)   $5.25                    3/22/2013   3/22/2017   Common Stock   953     953   D    
Incentive Stock Option (Right to Buy)   $.51                    12/18/2012   6/18/2022   Common Stock   44467     44467   D    
Non-Qualified Stock Option (Right to Buy)   $.51                    12/18/2012   6/18/2022   Common Stock   188867     188867   D    

Explanation of Responses:
( 1)  Reporting Person and his spouse made a charitable gift from shares held in community property.
( 2)  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 April 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-13(d).
( 3)  Reporting Person's holding includes 83,334 shares, 197,750 shares; 280,000 shares and 270,000 shares issued pursuant to restricted stock grants and 311,400 remaining of Founders Stock.
( 4)  Represents 28,667 shares of the Issuer's common stock owned by each of Reporting Person's two minor children.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Clark Moore
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201
DANVILLE, CA 94506

Executive Vice President

Signatures
/s/Clark Moore 4/3/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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