President and CEO Schick John Douglas was granted 2,000,000 shares, increasing direct ownership by 127% to 3,577,133 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) 10/31/2025 | ||||||||||||||||||||||||||
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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 | 10/31/2025(1) | A | 2,000,000(2)(3) | A | $0(4) | 3,577,133 | D | |||
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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 | (6) | 10/31/2025 | A | 45,455 | (5) | (6) | Common Stock | 454,550 | $5.5 | 45,455 | I | Through American Resources, Inc(7) | |||
| Explanation of Responses: |
| 1. Granted by the Board of Directors of the Issuer on October 29, 2025, contingent upon the closing of the transactions contemplated by that certain Agreement and Plan of Merger dated October 31, 2025 between the Issuer, NP Merger Sub, LLC, COG Merger Sub, LLC, North Peak Oil Gas, LLC, Century Oil and Gas Sub-Holdings, LLC, and, solely for purposes of the specified provisions therein, North Peak Oil Gas Holdings, LLC, which closed on October 31, 2025 (the "Closing Date"). |
| 2. 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. A total of 1 million of the shares vest at the rate of (i) 1/3 on the one year anniversary of the Closing Date; (ii) 1/3 on the two year anniversary of the Closing Date; and (iii) 1/3 on the three year anniversary of the Closing 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. |
| 3. Up to 1,000,000 shares will vest if the Issuer's common stock maintains a 30-day average closing price of at least $0.90 (as adjusted for stock splits) within four years after the Closing Date (the "price trigger"). The earliest possible vesting date is 30 days after the first anniversary of the Closing Date, provided: (a) if the price trigger is met between one year and 30 days and two years after the Closing Date, one-third of the shares vest immediately and the remainder vest on the second and third anniversaries of the grant date; (b) if met between two and three years, two-thirds vest immediately and the remainder on the third anniversary; and (c) if met after the third anniversary, all shares vest immediately. Vesting is subject to the Reporting Person's continued service and the terms of the Restricted Shares Grant Agreement. If the price trigger is not achieved within four years, all 1,000,000 shares will be forfeited. |
| 4. Issued to the Reporting Person in consideration for services rendered and agreed to be rendered to the Issuer as the President and Chief Executive Officer of the Issuer. |
| 5. The Convertible Series A Preferred Stock is 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. |
| 6. The Convertible Series A Preferred Stock have no expiration date, but automatically convert into common stock of the Issuer in a ratio of 10-for-1 on the Automatic Conversion Date. |
| 7. The Reporting Person serves as Chief Executive Officer of American Resources, Inc., an entity which he also partially owns, and as such, may be deemed to beneficially own the securities held by such entity. |
| Remarks: |
| See Power of Attorney filed as Exhibit 24.1 to the Form 4 filed by Reporting Person on January 15, 2020. |
| /s/ Clark R. Moore, attorney-in-fact for J.Douglas Schick | 11/04/2025 | |
| ** 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. | ||