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 [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 (Month/Day/Year) 01/05/2015 (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 01/05/2015   S V 39,500 (1) D $ 0.4114 1,095,598 D   Common Stock 01/07/2015   A V 325,000 (2) A $ 0.37 1,420,598 (3) D   Common Stock               5,209 I By The Peterson Family Trust (4) Common Stock               36,668 I By dependent children (5)

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)

$ 0.37

01/07/2015

A

V

325,000 (6)

01/07/2015

01/07/2020

Common Stock

325,000

$ 0.37

325,000

D

Incentive Stock Option (Right to Buy)

$ 0.51

12/18/2012

06/18/2022

Common Stock

63,800

63,800

D

Non-Qualified Stock Option (Right to Buy)

$ 0.24

03/01/2012

10/07/2021

Common Stock

100,000

100,000

D

Non-Qualified Stock Option (Right to Buy)

$ 0.51

12/18/2012

06/18/2022

Common Stock

269,534

269,534

D

Non-Qualified Stock Option (Right to Buy)

$ 67.2

09/20/2008

05/28/2018

Common Stock

447

447

D

Non-Qualified Stock Option (Right to Buy)

$ 30.24

02/02/2011

02/02/2021

Common Stock

2,977

2,977

D

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		01/07/2015
**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)	All sales were sold pursuant to a 10b5-1 trading plan previously adopted by the Reporting Person on December 15, 2014 to satisfy Reporting Person's tax liability in connection with the January 1, 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)	Common stock of Issuer granted to Reporting Person and subject to forfeiture as follows: (i) 40% of the shares on the nine (9) month anniversary of the Grant Date; (ii) 20% on the twelve (12) month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date and (iv) 20% on the twenty-four (24) month anniversary of the Grant Date, subject to the Recipient being an employee of, or consultant to, the Company on such vesting date and subject to the terms and conditions of a Restricted Stock Agreement.
(3)	Reporting Person's holding includes 200,000, 247,500, 355,500, 200,000 and 325,000 shares issued pursuant to restricted stock grants; 85,000 balance of vested stock; 7,449 shares issued pursuant to debt conversion, and 149 shares issued pursuant to a 2008 Blast Stock grant.
(4)	Represents shares held by the Peterson Family Trust, a trust 100% owned by Mr. Peterson and his spouse.
(5)	Represents shares of Issuer's common stock 50% owned by each of the Reporting Person's two dependent children.
(6)	Incentive Stock Option granted to Reporting Person with vesting as follows: (i) 50% of the shares on the six (6) month anniversary of the Grant Date; (ii) 20% on the twelve (12) month anniversary of the Grant Date; (iii) 20% on the eighteen (18) month anniversary of the Grant Date, and (iv) 10% on the twenty-four (24) month anniversary of the Grant Date, subject to the recipient being an employee or, or consultant to, the Company on such vesting date, and subject to the terms and conditions of a Stock Option Agreement.

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