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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1. Name and Address of Reporting Person * Ingriselli Frank C   2. Issuer Name and Ticker or Trading Symbol PEDEVCO CORP [PEDO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) 250 EAST HARTSDALE AVE 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2013 (Street) HARTSDALE, NY 10530 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 08/09/2013   A   450,000 (1) A $ 3.75 751,135 (6) D   Common Stock               795,224 (2) I BY Global Venture Investments LLC (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Common Stock Warrant (Right to Buy)

$ 2.25

01/03/2012

10/31/2014

Common Stock

334 (3)

334

I

By Global Venture Investments LLC (3)

Common Stock Warrant (Right to Buy)

$ 5.25

03/22/2013

P

19,048

03/22/2013

03/22/2017

Common Stock

19,048 (4)

(4)

19,382

I

By Global Venture Investments LLC (3)

Non-Qualified Stock Option (Right to Buy)

$ 0.51

12/18/2012

06/18/2022

Common Stock

348,267 (5)

348,267

D

Incentive Stock Option (Right to Buy)

$ 0.51

12/18/2012

06/18/2022

Common Stock

42,533 (5)

42,533

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ingriselli Frank C 250 EAST HARTSDALE AVE HARTSDALE, NY 10530	X		CEO and President

Signatures

/s/ Clark Moore, Attorney in Fact		08/12/2013
**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)	Common stock of Issuer granted to Reporting Person on August 9, 2013. Grant of restricted stock subject to forfeiture. 40% vests on 6-month anniversary of grant date; 15% vests on the 18-month anniversary of grant date; 15% vests on the 24-month anniversary of grant date; 15% vests on the 30-month anniversary of grant date and the balance 15% vests on the 36-month anniversary of grant date, for so long as recipient remains an employee of, or consultant to, the Company.
(2)	Post-Split common stock of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.
(3)	Post-split common stock warrants of Issuer owned by Global Venture Investments, LLC, an entity owned and controlled by Reporting Person.
(4)	Reporting Person acquired common stock warrants pursuant to a Promissory Note and Bridge Financing.
(5)	Post-split pursuant to April 23, 2013 1:3 reverse split of common stock.
(6)	Includes post split numbers for restricted stock grant of 116,667 shares (formerly 350,000 shares), an option exercise and issuance of 40,123 shares and 94,345 shares remaining from Founders share grant.

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