EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to Schedule 13D as filed on August 6, 2012 (the “Schedule 13D”) is being filed with the Securities and Exchange Commission (the “SEC”) with respect to the shares of common stock, par value $0.001 per share (“Common Stock”), of PEDEVCO CORP., a Texas corporation formerly named Blast Energy Services, Inc. (the “Company”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
This Amendment is being filed to amend Items 4 and 5 of the Schedule 13D as set forth below:
Item 4. Purpose of the Transaction
On July 27, 2012, the Company completed the transactions contemplated by an Agreement and Plan of Merger dated January 13, 2012 (the "Merger Agreement") among the Company, Blast Acquisition Corp., a wholly owned Nevada subsidiary of the Company ("MergerCo"), and Pacific Energy Development Corp., a privately held Nevada corporation ("PEDCO"). Pursuant to the Merger Agreement and effective July 27, 2012, MergerCo was merged with and into PEDCO (the "Merger"), with PEDCO continuing as the surviving entity and becoming a wholly owned subsidiary of the Company.
Prior to the completion of the Merger, the Reporting Persons held securities issued by PEDCO. Pursuant to the terms of the Merger Agreement and effective upon the completion of the Merger, the Reporting Persons acquired beneficial ownership of the securities that are the subject of this Schedule 13D/A in exchange for their securities issued by PEDCO. The Reporting Persons acquired such securities for investment purposes.
On March 11, 2013, Frank C. Ingriselli transferred ownership of 3,136,967 shares of Common Stock of PEDEVCO Corp. to Mary T. Ingriselli pursuant to an inter-spousal agreement.
Depending upon market conditions and other factors that the Reporting Persons deem material, after the date of this Schedule 13D/A the Reporting Persons may purchase additional shares of Common Stock or other securities of the Company in the open market, in private transactions or from the Company, or may dispose of all or a portion of the shares of Common Stock or other securities of the Company that they now own or hereafter may acquire. The Reporting Persons do not have any present plans or proposals that relate to, or that would result in, any of the events described in paragraphs (a) to (j) of Item 4 of the Schedule 13D instructions. The Reporting Persons reserve the right to formulate plans or make proposals, and take such actions with respect to their investment in the Company, including any or all of the items specified in paragraphs (a) to (j) of Item 4 of the Schedule 13D instructions and any other actions as they may determine.
Item 5. Interest in Securities of the Issuer
The disclosures in Item 4 above are incorporated by reference into this Item 5. Mr. Ingriselli, directly and through his ownership of GVEST, is the beneficial owner of 3,812,470 shares of Common Stock, constituting approximately 8.9% of the Company's outstanding shares of Common Stock. GVEST, a limited liability company owned and controlled by Mr. Ingriselli, is the direct beneficial owner of 2,386,668 shares of Common Stock, constituting approximately 5.6% of the Company's outstanding shares of Common Stock. Such percentages are based on 42,626,252 shares of Common Stock outstanding on March 6, 2013 and do not take into account the shares of Common Stock that would be issued upon the conversion of any shares of preferred stock, or upon the exercise of any options or warrants, that are held by any person other than the Reporting Persons.
The 3,812,470 shares of Common Stock beneficially owned by Frank C. Ingriselli consists of (i) 403,402 fully vested shares owned of record by Mr. Ingriselli; (ii) 500,000 shares subject to specified vesting conditions and owned of record by Mr. Ingriselli; (iii) options to purchase 522,400 shares of common stock exercisable by Mr. Ingriselli as of December 18, 2012; (iv) 2,385,668 fully vested shares owned of record by GVEST; and (v) warrants held by GVEST which are currently exercisable for 1,000 shares of Common Stock. Mr. Ingriselli has the sole power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of, the shares held by him. GVEST has sole power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of the securities held by it.
Except in connection with his acquisition of the securities described in Items 4 and 5 of this Schedule 13D/A, the Reporting Persons have not effected any transactions in the Common Stock during the sixty days prior to the date of this Schedule 13D/A.
Item 7. Material to be Filed as Exhibits
The following documents are included as exhibits to this Schedule 13D/A:
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Joint Filing Agreement among the Reporting Persons.
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