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 *

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)
President and CFO
(Last)          (First)          (Middle)

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

4/8/2015
(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   4/8/2015     S   V 20000   (1) D $.5208   1246723   (2) D    
Common Stock                  5209   I   By The Peterson Family Trust   (3)
Common Stock                  36668   I   By dependent 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   325000     325000   D    
Incentive Stock Option (Right to Buy)   $.51                    12/18/2012   6/18/2022   Common Stock   63800     63800   D    
Non-Qualified Stock Option (Right to Buy)   $.24                    3/1/2012   10/7/2021   Common Stock   100000     100000   D    
Non-Qualified Stock Option (Right to Buy)   $.51                    12/18/2012   6/18/2022   Common Stock   269534     269534   D    
Non-Qualified Stock Option (Right to Buy)   $67.20                    9/20/2008   5/28/2018   Common Stock   447     447   D    
Non-Qualified Stock Option (Right to Buy)   $30.24                    2/2/2011   2/2/2021   Common Stock   2977     2977   D    

Explanation of Responses:
( 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 April 8, 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 holding includes: 160,000; 223,125; 316,000; 180,000 and 325,000 shares issued pursuant to restricted stock grants; 35,000 balance of vested stock; 7,449 shares issued pursuant to debt conversion and 149 shares issued pursuant to a 2008 Blast Stock Grant.
( 3)  Represents shares held by the Peterson Family Trust, a Trust owned 100% by Mr. Peterson and his spouse.
( 4)  Represents shares of Issuer's common stock 50% owned by each of Reporting Person's two dependent children.

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

President and CFO

Signatures
/s/ Clark Moore, Attorney in Fact 4/10/2015
** 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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