Director Geiser Edward acquired 137,231,404 shares, converted options into 140,227,280 shares, disposed of 3,587,199 shares and was granted 197,482 shares, increasing direct ownership by 0.14% to 137,231,404 units (SEC Form 4)
$PED
Oil & Gas Production
Energy
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PEDEVCO CORP [ PED ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/27/2026 | C | 140,227,280 | A | (1) | 140,423,639 | I | See Footnote(2)(3) | ||
| Common Stock | 02/27/2026 | J(4) | 3,389,717 | D | $0 | 137,033,922 | I | See Footnote(3) | ||
| Common Stock | 02/27/2026 | A | 197,482(5) | A | $0(6) | 137,231,404 | D | |||
| Common Stock | 02/27/2026 | J(7) | 197,482 | D | $0 | 137,231,404 | D | |||
| Common Stock | 02/27/2026 | J(7) | 137,231,404 | A | $0 | 137,231,404 | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
| Series A Convertible Preferred Stock | (8) | 02/27/2026 | C | 14,022,728 | (8) | (8) | Common Stock | 140,227,280 | $0 | 0 | I | See Footnote(2)(3) | |||
| Explanation of Responses: |
| 1. On the Automatic Conversion Date, the Convertible Series A Preferred Stock converted into common stock of the Issuer automatically pursuant to its terms based on a conversion ratio of 10-for-1. |
| 2. Prior to the Automatic Conversion Date, the shares of Series A Convertible Preferred Stock were held of record by North Peak Oil & Gas Holdings, LLC ("NPOG") and Century Oil and Gas Holdings, LLC ("COG"). On the Automatic Conversion Date, the shares of Common Stock were issued to affiliates of NPOG and COG including Juniper Capital II PED Holdings, LLC ("Fund II Holdings"), Juniper Capital III PED Holdings, LLC ("Fund III Holdings"), J PED, LLC ("Fund IV Holdings"), NPR Partners PED Holdings, LLC ("NPR Partners Holdings") and North Peak Partners PED Holdings, LLC ("North Peak Partners Holdings"). |
| 3. As the indirect, sole owner of the general partners of (i) Juniper Capital II, L.P., an investment fund that wholly owns and controls Fund II Holdings, (ii) Juniper Capital III, L.P., an investment fund that wholly owns and controls Fund III Holdings, (iii) Juniper Capital IV, L.P., an investment fund that wholly owns and controls Fund IV Holdings, (iv) Juniper NPR Partners, L.P., an investment fund that wholly owns and controls NPR Partners Holdings, and (iv) Juniper North Peak Partners, an investment fund that wholly owns and controls North Peak Partners, the Reporting Person may be deemed to have voting and dispositive power over the securities held by Fund II Holdings, Fund III Holdings, Fund IV Holdings, NPR Partners Holdings and North Peak Partners Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein. |
| 4. On the Automatic Conversion Date, 3,389,717 shares of common stock that were previously beneficially owned by the Reporting Person on behalf of certain third parties were issued directly to such third parties pursuant to a pre-existing agreement with Juniper (defined below). |
| 5. The shares of restricted Common Stock were issued to the Reporting Person pursuant to the Issuer's 2021 Equity Incentive Plan and are subject to forfeiture. The shares vest at the rate of (i) 25% of the shares on the three (3) month anniversary of February 27, 2026; (ii) 25% on the six (6) month anniversary of February 27, 2026; (iii) 25% on the nine (9) month anniversary of February 27, 2026; and (iv) 25% on the twelve (12) month anniversary of February 27, 2026, subject to the Reporting Person's continued service on the Board (defined below) 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 from Section 16(b) pursuant to Rule 16b-3. |
| 6. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer (the "Board"). |
| 7. As a designated director of affiliates of Juniper Capital Advisors, L.P. (collectively, "Juniper"), upon grant the shares of Restricted Common Stock were immediately transferred to Fund II Holdings, Fund III Holdings, Fund IV Holdings, NPR Partners Holings and North Peak Partners Holdings pursuant to a previously agreed upon allocation arrangement. |
| 8. The Convertible Series A Preferred Stock was not convertible until the expiration of the twenty calendar day period (the "Automatic Conversion Date") commencing on the distribution to the Issuer's shareholders in accordance with Rule 14c-2 of Regulation 14C promulgated under the Securities and Exchange Act of 1934, as amended, of an information statement disclosing, among other things, the approval of such conversion and related matters by the majority stockholders of the Issuer which occurred on October 31, 2025, which Automatic Conversion Date was February 27, 2026. |
| /s/ Edward Geiser | 03/03/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||