Statement of Ownership (sc 13g)
June 23 2016 - 6:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
PEDEVCO Corp.
(Name of Issuer)
Warrants to Purchase Common Stock
(Title of Class of Securities)
70532Y204
(CUSIP Number)
Christian Thomas; 1370 Avenue of the Americas,
32
nd
Floor, New York, New York 10019; 646-356-1623
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2016
(Date of Event which Requires Filing of
this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨
Rule 13d-1(b)
x
Rule 13d-1(c)
¨
Rule 13d-1(d)
*
The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
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CUSIP No. 70532Y204
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13G
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Page 2 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
401,342
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
401,342
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
401,342
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.81%
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12.
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TYPE OF REPORTING PERSON (see instructions)
IC
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CUSIP No. 70532Y204
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13G
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Page 3 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRE BCLIC SUB
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
14,406
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
14,406
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,406
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03%
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 70532Y204
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13G
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Page 4 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRE WNIC 2013 LTC PRIMARY
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
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5.
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SOLE VOTING POWER
0
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6.
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SHARED VOTING POWER
416,364
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
416,364
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
416,364
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.84%
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 70532Y204
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13G
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Page 5 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRE WNIC 2013 LTC SUB
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
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5.
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
27,330
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
27,330
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
27,330
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.05%
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO
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CUSIP No. 70532Y204
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13G
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Page 6 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BBLN-PEDCO CORP.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
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5.
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
2,981,400
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,981,400
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,981,400
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10.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.99%
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 70532Y204
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13G
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Page 7 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BHLN-PEDCO CORP.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
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5.
|
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
2,981,400
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
2,981,400
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,981,400
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.99%
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12.
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TYPE OF REPORTING PERSON (see instructions)
CO
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CUSIP No. 70532Y204
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13G
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Page 8 of 13 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
B ASSET MANAGER, LP
1
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
x
(b)
¨
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3.
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SEC USE ONLY
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
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5.
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SOLE VOTING POWER
0
|
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6.
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SHARED VOTING POWER
4,971,824
2
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7.
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SOLE DISPOSITIVE POWER
0
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8.
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SHARED DISPOSITIVE POWER
4,971,824
2
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,971,824
2
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10.
|
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
2
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12.
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TYPE OF REPORTING PERSON (see instructions)
PN
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1
B Asset Manager, LP (“BAM”) is the investment manager, directly or indirectly, of the securities owned by the other
Reporting Persons (the “Investors”) reporting on this Schedule 13G. Mark Feuer and Dhruv Narain, through other entities,
are the controlling principals of BAM, and share sole voting and investment power over such securities. Each of BAM, Mark Feuer
and Dhruv Narain disclaims beneficial ownership of the securities held by the Investors.
2
The warrants disclosed herein contain an issuance limitation prohibiting each Investor from exercising or converting those securities
to the extent that such exercise would result in beneficial ownership by such Investor and its affiliates of more than 9.99% of
the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation for the warrants may be revoked
by the Investor upon at least 61 days prior written notice to PEDEVCO Corp. which notice shall only be effective if delivered at
a time when no indebtedness of the PEDEVCO Corp. is outstanding, of which the Investor or any of its affiliates was, at any time,
the owner, directly or indirectly.
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CUSIP No. 70532Y204
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13G
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Page 9 of 13 Pages
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Item 1.
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(a)
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Name of Issuer
Pedevco Corp.
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(b)
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Address of Issuer’s Principal Executive Offices
4125 Blackhawk Plaza Circle
Suite 201
Danville, CA 94506
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Item 2.
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(a)
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Name of Person Filing
1. SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
2. BRE BCLIC SUB
3. BRE WNIC 2013 LTC PRIMARY
4. BRE WNIC 2013 LTC SUB
5. BBLN-PEDCO CORP.
6. BHLN-PEDCO CORP.
7. B ASSET MANAGER, LP
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(b)
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Address of the Principal Office or, if none, residence
1. 550 Congressional Blvd., Suite 200, Carmel, IN 46032
2. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
3. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
4. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
5. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
6. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
7. 1370 Avenue of the Americas, 32
nd
Floor, New York,
New York 10019
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(c)
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Citizenship
See Item 4 of the Cover Pages.
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(d)
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Title of Class of Securities
Warrants to Purchase Common Stock
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(e)
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CUSIP Number
70532Y204
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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CUSIP No. 70532Y204
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13G
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Page 10 of 13 Pages
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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¨
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A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution
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(k)
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¨
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Item 4. Ownership.
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: See Item 9 of the Cover Pages.
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(b)
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Percent of class: See Item 11 of the Cover Pages.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: See Item 5 of the Cover Pages.
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(ii)
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Shared power to vote or to direct the vote: See Item 6 of the Cover Pages.
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(iii)
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Sole power to dispose or to direct the disposition of: See Item 7 of the Cover Pages.
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(iv)
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Shared power to dispose or to direct the disposition of: See Item 8 of the Cover Pages.
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Instruction
. For computations regarding securities which
represent a right to acquire an underlying security
see
§240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a
Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
¨
.
Instruction
. Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent on
Behalf of Another Person.
B Asset Manager, LP (“BAM”) is the investment manager,
directly or indirectly, of the securities owned by the Reporting Persons reporting on this Schedule 13G. Mark Feuer and Dhruv Narain,
through other entities, are the controlling principals of BAM, and share sole voting and investment power over such securities.
Each of BAM, Mark Feuer and Dhruv Narain disclaims beneficial ownership of the securities held by the Reporting Persons.
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CUSIP No. 70532Y204
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13G
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Page 11 of 13 Pages
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Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members
of the Group.
See
Exhibit B
attached hereto.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. 70532Y204
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13G
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Page 12 of 13 Pages
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After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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B ASSET MANAGER, LP
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BRE BCLIC SUB
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/s/ Dhruv Narain
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/s/ David Young
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Signature
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Signature
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Dhruv Narain, President
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David Young – Vice President
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Name/Title
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Name/Title
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SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
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BRE WNIC 2013 LTC PRIMARY
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/s/ Paul E. Lorentz
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/s/ David Young
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Signature
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Signature
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Paul E. Lorentz, CFO
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David Young – Vice President
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Name/Title
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Name/Title
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BBLN-PEDCO CORP.
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BRE WNIC 2013 LTC SUB
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/s/ Dhruv Narain
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/s/ David Young
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Signature
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Signature
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Dhruv Narain, President
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David Young – Vice President
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Name/Title
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Name/Title
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BHLN-PEDCO CORP.
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/s/ Dhruv Narain
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Signature
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Dhruv Narain, President
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Name/Title
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CUSIP No. 70532Y204
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13G
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Page 13 of 13 Pages
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INDEX TO EXHIBITS
Exhibit A: Joint Filing Agreement
Exhibit B: Types of Reporting Persons
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, the entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to
the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G.
In evidence thereof, the undersigned hereby execute this joint filing agreement as of the date below.
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B ASSET MANAGER, LP
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BRE BCLIC SUB
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/s/ Dhruv Narain
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/s/ David Young
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Signature
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Signature
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Dhruv Narain – President
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David Young – Vice President
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Name/Title
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Name/Title
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SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
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BRE WNIC 2013 LTC PRIMARY
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/s/ Paul E. Lorentz
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/s/ David Young
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Signature
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Signature
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Paul E. Lorentz, CFO
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David Young – Vice President
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Name/Title
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Name/Title
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BBLN-PEDCO CORP.
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BRE WNIC 2013 LTC SUB
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/s/ Dhruv Narain
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/s/ David Young
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Signature
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Signature
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Dhruv Narain – President
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David Young – Vice President
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Name/Title
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Name/Title
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BHLN-PEDCO CORP.
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/s/ Dhruv Narain
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Signature
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Dhruv Narain – President
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Name/Title
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EXHIBIT B
Types of Reporting Persons
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Reporting Person
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Type(s)
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SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
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IC
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BRE BCLIC SUB
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OO
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BRE WNIC 2013 LTC PRIMARY
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OO
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BRE WNIC 2013 LTC SUB
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OO
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BBLN-PEDCO CORP.
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CO
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BHLN-PEDCO CORP.
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CO
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B ASSET MANAGER, LP
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PN
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Legend:
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Broker Dealer
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BD
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Bank
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BK
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Insurance Company
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IC
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Investment Company
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IV
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Investment Advisor
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IA
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Employee Benefit Plan, Pension Fund, or Endowment Fund
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EP
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Parent Holding Company/Control Person
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HC
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Savings Association
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SA
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Church Plan
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CP
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Corporation
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CO
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Partnership
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PN
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Individual
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IN
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Other
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OO
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