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 *
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)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
5100 WESTHEIMER SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
(Street)

HOUSTON, TX 77056
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 03/01/2019   M(1)   11,594,322 A $ 2.13 33,030,718 I Through SK Energy LLC
Common Stock 03/01/2019   M(2)   3,737,945 A $ 2.13 36,768,663 I Through SK Energy LLC
Common Stock               525,000 D  
Common Stock               3,000 I By spouse

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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
Convertible Promissory Notes $ 2.13 03/01/2019   P   $ 1,500,000 (3)   08/29/2018 08/01/2021 Common Stock 740,063 (4) $ 1,500,000 (5) $ 23,500,000 (6) I Through SK Energy LLC
Convertible Promissory Note $ 2.13 03/01/2019   M     $ 23,500,000 (6) 08/29/2018 08/01/2021 Common Stock 11,594,322 (7) (1) $ 0 I Through SK Energy LLC
Promissory Note $ 2.13 03/01/2019   J(8)   $ 7,700,000 (8)   03/01/2019 06/25/2021 Common stock 3,737,945 (9) (8) $ 7,700,000 (10) I Through SK Energy LLC
Promissory Note $ 2.13 03/01/2019   M     $ 7,700,000 (8) 03/01/2019 06/25/2021 Common stock 3,737,945 (9) (2) $ 0 I Through SK Energy LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
KUKES SIMON G
5100 WESTHEIMER SUITE 200
HOUSTON, TX 77056
      Chief Executive Officer  

Signatures

 /s/ Simon Kukes   03/04/2019
**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) The Convertible Promissory Notes (described in footnote 6) were converted into common stock of the Issuer at the option of the holder, pursuant to their terms.
(2) The Promissory Note (described in footnote 8) was converted into common stock of the Issuer at the option of the holder, pursuant to its terms.
(3) Not including interest on the Convertible Promissory Notes.
(4) Includes interest on the Convertible Promissory Notes which is also convertible into common stock of the Issuer at the option of the holder, pursuant to the terms of the Convertible Promissory Notes.
(5) Plus accrued interest on the Convertible Promissory Notes of $76,334.
(6) Plus accrued interest on the Convertible Promissory Notes of $1,195,905.
(7) Includes shares of common stock issuable upon conversion of interest on the Convertible Promissory Notes, which is convertible into common stock at a conversion price of $2.13 per share pursuant to the terms of such Convertible Promissory Notes.
(8) The Promissory Note was amended on March 1, 2019 to provide the holder the right to convert such note (principal and interest) into common stock of the Issuer at a conversion price of $2.13 per share.
(9) Includes shares of common stock issuable upon conversion of interest on the Promissory Note, which is convertible into common stock at a conversion price of $2.13 per share pursuant to the terms of such Convertible Promissory Note.
(10) Plus accrued interest on the Promissory Note of $261,824.

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