Statement of Changes in Beneficial Ownership (4)

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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KUKES SIMON G	2. Issuer Name and Ticker or Trading Symbol PEDEVCO CORP [ PED ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 575 N. DAIRY ASHFORD, ENERGY CENTER II, SUITE 210	3. Date of Earliest Transaction (MM/DD/YYYY) 1/13/2020
(Street) HOUSTON, TX 77079 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	1/13/2020		A		510000 ⁽¹⁾	A	$1.68 ⁽²⁾	1966043	D
Common stock								51791325	I	Through SK Energy LLC
Common stock								3000	I	By spouse

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (Right to Buy)	$1.68	1/13/2020		A		15000		1/13/2021 ⁽³⁾	1/13/2025	Common Stock	15000	$1.68 ⁽⁴⁾	15000	I	By spouse

Explanation of Responses:
(1)	The shares of Restricted Common Stock were issued to the Reporting Person pursuant to the Issuer's 2012 Equity Incentive Plan and are subject to forfeiture. The shares vest at the rate of (i) 1/3 of the shares on the one (1) year anniversary of January 13, 2020 (the "Grant Date"); (ii) 1/3 on the two (2) year anniversary of the Grant Date; and (iii) 1/3 on the three (3) year anniversary of the Grant Date, subject to the Reporting Person's continued service to the Company on such vesting dates, and subject to the terms and conditions of a Restricted Shares Grant Agreement entered into by and between the Issuer and the Reporting Person. Exempt under Rule 16b-3(d).
(2)	Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the Chief Executive Officer of the Issuer.
(3)	The Incentive Stock Options were issued to the Reporting Person's spouse pursuant to the Issuer's 2012 Equity Incentive Plan and vest at the rate of (i) 1/3 of the shares on the one (1) year anniversary of January 13, 2020 (the "Grant Date"); (ii) 1/3 on the two (2) year anniversary of the Grant Date; and (iii) 1/3 on the three (3) year anniversary of the Grant Date, subject to the Reporting Person's spouse's continued service to the Company on such vesting dates, and subject to the terms and conditions of a Stock Option Grant Agreement entered into by and between the Issuer and the Reporting Person's spouse. Exempt under Rule 16b-3(d).
(4)	Issued to the Reporting Person's spouse in consideration for services rendered and agreed to be rendered as an employee of the Issuer.

Remarks:
See the Powers of Attorney filed as Exhibits 24.1 and 24.2, to the Form 4 filed by the Reporting Persons on June 19, 2019.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KUKES SIMON G 575 N. DAIRY ASHFORD ENERGY CENTER II, SUITE 210 HOUSTON, TX 77079	X	X	Chief Executive Officer
SK Energy LLC 5100 WESTHEIMER SUITE 200 HOUSTON, TX 77056		X

Signatures
/s/ Clark R. Moore, attorney-in-fact for Simon Kukes		1/15/2020
^**Signature of Reporting Person		Date
/s/ Clark R. Moore, attorney-in-fact for Simon Kukes, as Manager of SK Energy LLC		1/15/2020
^**Signature of Reporting Person		Date