Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ingriselli Frank C
   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
_____ Officer (give title below) _____ Other (specify below)
Non-Executive Chairman
(Last)
(First)
(Middle)
4125 BLACKHAWK PLAZA CIRCLE, SUITE 201		 3. Date of Earliest Transaction (Month/Day/Year)
12/28/2017
(Street)

DANVILLE, CA 94506		 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 12/28/2017   A V 150,000 (1) A $ 0.3088 304,460 (2) D  

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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) $ 3.7             01/07/2015 04/30/2021 Common Stock 37,000   37,000 D  
Non-Qualified Stock Option (Right to Buy) $ 5.1             12/18/2012 04/30/2021 Common Stock 34,827   34,827 D  
Incentive Stock Option (Right to Buy) $ 5.1             12/18/2012 04/30/2021 Common Stock 4,254   4,254 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ingriselli Frank C
4125 BLACKHAWK PLAZA CIRCLE
SUITE 201
DANVILLE, CA 94506		       Non-Executive Chairman

Signatures

 /s/ Frank Ingriselli   12/29/2017
**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 pursuant to Issuer's 2012 Equity Incentive Plan and Issuer's Board of Directors Compensation Plan as Reporting Person's annual equity compensation grant. 100% of the shares will become vested and nonforfeitable on May 1, 2018 (Reporting Person's anniversary date as a non-employee Director of Issuer), for so long as Reporting Person remains a Director, an employee of, or consultant to Issuer and subject to the terms and conditions of a Restricted Shares Grant Agreement.
(2) Reporting Person's holdings include: 13,371 held by spouse, 36,893 held directly, 14,546 and 150,000 pursuant to restricted stock grants and 89,650 vested shares held by Global Venture Investments, Inc., an entity 100% owned and controlled by Reporting Person.

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