UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

PEDEVCO Corp.

(Name of Issuer)

 

Warrants to Purchase Common Stock

(Title of Class of Securities)

 

70532Y204

(CUSIP Number)

 

Christian Thomas; 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019; 646-356-1623

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

May 12, 2016

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 70532Y204   13G   Page 2 of 13 Pages

 

 

1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨
3. SEC USE ONLY
 
4. CITIZENSHIP OR PLACE OF ORGANIZATION
 
Pennsylvania

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5. SOLE VOTING POWER
 
0
  6. SHARED VOTING POWER
 
401,342
  7. SOLE DISPOSITIVE POWER
 
0
  8. SHARED DISPOSITIVE POWER
 
401,342

 

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

401,342
10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.81%
12. TYPE OF REPORTING PERSON (see instructions)

IC

 

 Page 2 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 3 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

BRE BCLIC SUB		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York		    
                 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
14,406
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
14,406

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,406		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.03%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    
         
 Page 3 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 4 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

BRE WNIC 2013 LTC PRIMARY		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York		    
                 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
416,364
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
416,364

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

416,364		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.84%		    
12.   TYPE OF REPORTING PERSON (see instructions)

OO		    

 

 Page 4 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 5 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

BRE WNIC 2013 LTC SUB		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
New York		    
                 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
27,330
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
27,330

     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

27,330
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.05%
12.   TYPE OF REPORTING PERSON (see instructions)

OO

 

 Page 5 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 6 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

BBLN-PEDCO CORP.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
2,981,400
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
2,981,400

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,981,400		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.99%		    
12.   TYPE OF REPORTING PERSON (see instructions)

CO		    

 

 Page 6 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 7 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

BHLN-PEDCO CORP.		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
2,981,400
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
2,981,400

         
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,981,400		    
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 

    
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.99%		    
12.   TYPE OF REPORTING PERSON (see instructions)

CO		    

 

 Page 7 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 8 of 13 Pages

 

 

1.   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

B ASSET MANAGER, LP1		    
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    x
(b)    ¨		    
3.   SEC USE ONLY
 		    
4.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware		    

         
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH		   5.   SOLE VOTING POWER
 
0
  6.   SHARED VOTING POWER
 
4,971,8242
  7.   SOLE DISPOSITIVE POWER
 
0
  8.   SHARED DISPOSITIVE POWER
 
4,971,8242

     
9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,971,8242
10.  

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions)    ¨

 
11.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.99%2
12.   TYPE OF REPORTING PERSON (see instructions)

PN

 

 

1 B Asset Manager, LP (“BAM”) is the investment manager, directly or indirectly, of the securities owned by the other Reporting Persons (the “Investors”) reporting on this Schedule 13G. Mark Feuer and Dhruv Narain, through other entities, are the controlling principals of BAM, and share sole voting and investment power over such securities. Each of BAM, Mark Feuer and Dhruv Narain disclaims beneficial ownership of the securities held by the Investors.

 

2 The warrants disclosed herein contain an issuance limitation prohibiting each Investor from exercising or converting those securities to the extent that such exercise would result in beneficial ownership by such Investor and its affiliates of more than 9.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The Issuance Limitation for the warrants may be revoked by the Investor upon at least 61 days prior written notice to PEDEVCO Corp. which notice shall only be effective if delivered at a time when no indebtedness of the PEDEVCO Corp. is outstanding, of which the Investor or any of its affiliates was, at any time, the owner, directly or indirectly.

 

 Page 8 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 9 of 13 Pages

 

 

Item 1.

 

  (a) Name of Issuer
Pedevco Corp.
     
  (b)

Address of Issuer’s Principal Executive Offices
4125 Blackhawk Plaza Circle

Suite 201

Danville, CA 94506

 

Item 2.

 

  (a)

Name of Person Filing
1. SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA

2. BRE BCLIC SUB

3. BRE WNIC 2013 LTC PRIMARY

4. BRE WNIC 2013 LTC SUB

5. BBLN-PEDCO CORP.

6. BHLN-PEDCO CORP.

7. B ASSET MANAGER, LP

     
  (b)

Address of the Principal Office or, if none, residence
1. 550 Congressional Blvd., Suite 200, Carmel, IN 46032

2. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

3. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

4. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

5. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

6. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

7. 1370 Avenue of the Americas, 32nd Floor, New York, New York 10019

     
  (c) Citizenship
See Item 4 of the Cover Pages.
     
  (d) Title of Class of Securities
Warrants to Purchase Common Stock
     
  (e) CUSIP Number
70532Y204

 

Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

 Page 9 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 10 of 13 Pages

 

 

  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution
       
  (k) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.  Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)   Amount beneficially owned:  See Item 9 of the Cover Pages.
         
  (b)   Percent of class:  See Item 11 of the Cover Pages.
         
  (c)   Number of shares as to which the person has:  
         
      (i) Sole power to vote or to direct the vote: See Item 5 of the Cover Pages.
         
      (ii) Shared power to vote or to direct the vote: See Item 6 of the Cover Pages.
         
      (iii) Sole power to dispose or to direct the disposition of: See Item 7 of the Cover Pages.
         
      (iv) Shared power to dispose or to direct the disposition of: See Item 8 of the Cover Pages.

 

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

Item 5.  Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following     ¨.

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

 

B Asset Manager, LP (“BAM”) is the investment manager, directly or indirectly, of the securities owned by the Reporting Persons reporting on this Schedule 13G. Mark Feuer and Dhruv Narain, through other entities, are the controlling principals of BAM, and share sole voting and investment power over such securities. Each of BAM, Mark Feuer and Dhruv Narain disclaims beneficial ownership of the securities held by the Reporting Persons.

 

 Page 10 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 11 of 13 Pages

 

 

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8.  Identification and Classification of Members of the Group.

 

See Exhibit B attached hereto.

 

Item 9.  Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.  Certification.

 

  (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
     
  (b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
     
    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 Page 11 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 12 of 13 Pages

 

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

June 20, 2016
Date

 

B ASSET MANAGER, LP   BRE BCLIC SUB
     
/s/ Dhruv Narain   /s/ David Young
Signature   Signature
     
Dhruv Narain, President   David Young – Vice President
Name/Title   Name/Title
     
SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA   BRE WNIC 2013 LTC PRIMARY
     
/s/ Paul E. Lorentz   /s/ David Young
Signature   Signature
     
Paul E. Lorentz, CFO   David Young – Vice President
Name/Title   Name/Title
     
BBLN-PEDCO CORP.   BRE WNIC 2013 LTC SUB
     
/s/ Dhruv Narain   /s/ David Young
Signature   Signature
     
Dhruv Narain, President   David Young – Vice President
Name/Title   Name/Title
     
BHLN-PEDCO CORP.    
     
/s/ Dhruv Narain    
Signature    
     
Dhruv Narain, President    
Name/Title    

 

 Page 12 of 13 Pages 

 

CUSIP No. 70532Y204   13G   Page 13 of 13 Pages

 

 

INDEX TO EXHIBITS

 

Exhibit A: Joint Filing Agreement

 

Exhibit B: Types of Reporting Persons

 

 Page 13 of 13 Pages 

 

 

EXHIBIT A

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this joint filing agreement as of the date below.

 

June 20, 2016
Date

 

B ASSET MANAGER, LP   BRE BCLIC SUB
     
/s/ Dhruv Narain   /s/ David Young
Signature   Signature
     
Dhruv Narain – President   David Young – Vice President
Name/Title   Name/Title
     
SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA   BRE WNIC 2013 LTC PRIMARY
     
/s/ Paul E. Lorentz   /s/ David Young
Signature   Signature
     
Paul E. Lorentz, CFO   David Young – Vice President
Name/Title   Name/Title
     
BBLN-PEDCO CORP.   BRE WNIC 2013 LTC SUB
     
/s/ Dhruv Narain   /s/ David Young
Signature   Signature
     
Dhruv Narain – President   David Young – Vice President
Name/Title   Name/Title
     
BHLN-PEDCO CORP.    
     
/s/ Dhruv Narain    
Signature    
     
Dhruv Narain – President    
Name/Title    

 

 

 

 

EXHIBIT B

 

Types of Reporting Persons

 

Reporting Person   Type(s)
SENIOR HEALTH INSURANCE COMPANY OF PENNSYLVANIA   IC
BRE BCLIC SUB   OO
BRE WNIC 2013 LTC PRIMARY   OO
BRE WNIC 2013 LTC SUB   OO
BBLN-PEDCO CORP.   CO
BHLN-PEDCO CORP.   CO
B ASSET MANAGER, LP   PN

 

Legend:

 

Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Advisor IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO