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 * PETERSON MICHAEL L   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) Exec VP and CFO (Last) (First) (Middle) 17 CANARY COURT 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2013 (Street) DANVILLE, CA 94526 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   325,000 (1) A $ 3.75 699,116 (8) D   Common Stock               12,806 I By The Peterson Family Trust Common Stock               26,668 I (2) By minor children

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

Incentive Stock Option (Right to Buy)

$ 0.51 (3)

12/18/2012

06/18/2022

Common Stock

63,800 (3)

63,800

D

Non-Qualified Stock Option (Right to Buy)

$ 0.24 (4)

03/01/2012

10/07/2021

Common Stock

100,000 (4)

100,000

D

Non-Qualified Stock Option (Right to Buy)

$ 0.51 (5)

12/18/2012

06/18/2022

Common Stock

269,534 (5)

269,534

D

Non-Qualified Stock Option (Right to Buy)

$ 67.2 (6)

09/20/2008

05/28/2018

Common Stock

447 (6)

447

D

Non-Qualified Stock Option (Right to Buy)

$ 30.24 (7)

02/02/2011

02/02/2021

Common Stock

2,977 (7)

2,977

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PETERSON MICHAEL L 17 CANARY COURT DANVILLE, CA 94526	X		Exec VP and CFO

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 and subject to forfeiture as follows: 40% vests on 6-month anniversary of grant date; 15% vests on 18-month anniversary of grant date; 15% vests on 24-month anniversary of grant date; 15% vests on 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)	Represents 13,334 shares of the Issuer's common stock owned by each of the Reporting Persons' two minor children.
(3)	Initial exercise price of $0.17 and grant of 191,400 options adjusted pursuant to 1:3 stock split of April 23, 2013.
(4)	Initial exercise price of $.08 and grant of 300,000 options adjusted pursuant to 1:3 stock split of April 23, 2013.
(5)	Initial exercise price of $0.17 and grant of 808,600 options adjusted pursuant to 1:3 stock split of April 23, 2013.
(6)	Initial exercise price of $22.40 and grant of 1,340 options adjusted pursuant to 1:3 stock split of April 23, 2013.
(7)	Initial exercise price of $10.08 and grant of 8,929 options adjusted pursuant to 1:3 stock split of April 23, 2013.
(8)	Includes 250,000 shares and 116,667 shares issued pursuant to restricted stock agreements and 7,449 shares issued pursuant to a debt conversion.

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