Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PEDEVCO CORP.
(Name
of Issuer)
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title
of Class of Securities)
70532Y303
(CUSIP
Number)
Dr. Simon G. Kukes
5100 Westheimer Suite 200
Houston, Texas 77056
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
December 12, 2018
(Date
of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See §240.13d-7 for other parties to whom copies are to be
sent.
* 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).
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CUSIP
No.70532Y303
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SCHEDULE
13D
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Page 2 of 5
Pages
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1
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NAME OF REPORTING
PERSONS
SK
Energy LLC
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
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3
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SEC USE
ONLY
|
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4
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SOURCE OF
FUNDS
WC
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5
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CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
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6
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
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7
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SOLE VOTING
POWER
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0
|
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SHARES
BENEFICIALLY
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8
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SHARED VOTING
POWER
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7,888,414
shares of Common Stock*
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OWNED
BY
EACH
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9
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SOLE DISPOSITIVE
POWER
|
0
|
|
REPORTING
PERSON
WITH
|
10
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SHARED DISPOSITIVE
POWER
|
7,888,414 shares of Common Stock*
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11
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,414
shares of Common Stock*
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12
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CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
49.9% of the Issuer's
outstanding Common Stock
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14
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TYPE OF REPORTING
PERSON
OO
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* Represents 49.9%
of the Issuer’s outstanding Common Stock. The ownership of
the Reporting Persons is limited by the Beneficial Ownership
Limitation described below.
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CUSIP
No.70532Y303
|
SCHEDULE
13D
|
Page 3 of 5
Pages
|
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1
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NAME OF REPORTING
PERSONS
Dr.
Simon Kukes
|
|
2
|
CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☒
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
SOURCE OF
FUNDS
PF
|
|
5
|
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
|
|
6
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
|
7
|
SOLE VOTING
POWER
|
0
|
|
SHARES
BENEFICIALLY
|
8
|
SHARED VOTING
POWER
|
7,888,414
shares of Common Stock*
|
|
OWNED
BY
EACH
|
9
|
SOLE DISPOSITIVE
POWER
|
0
|
|
REPORTING
PERSON
WITH
|
10
|
SHARED DISPOSITIVE
POWER
|
7,888,414 shares of Common Stock*
|
|
11
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,888,414
shares of Common Stock*
|
|
12
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
|
13
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
49.9% of the Issuer's
outstanding Common Stock
|
|
14
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TYPE OF REPORTING
PERSON
IN
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* Represents 49.9%
of the Issuer’s outstanding Common Stock. The ownership of
the Reporting Persons is limited by the Beneficial Ownership
Limitation described below.
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CUSIP
No.
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SCHEDULE
13D
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Page 4 of 5
Pages
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This
Amendment No. 3 (the “Amendment”) amends and
supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “Commission”) on July 10,
2018, as amended by the Amendment No. 1 thereto, filed with the
Commission on September 11, 2018 and the Amendment No. 2 thereto,
filed with the Commission on October 16, 2018 (such Schedule 13D as
amended to date, the “Schedule 13D”), by SK
Energy LLC, a Delaware limited liability company
(“SK
Energy”), and Dr. Simon G. Kukes (“Kukes”), each a
“Reporting
Person” and collectively, the “Reporting Persons.”
Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Except as expressly amended and supplemented by this Amendment, the
Schedule 13D is not amended or supplemented in any respect, and the
disclosures set forth in the Schedule 13D, other than as amended
herein are incorporated by reference herein.
Item 3. Source of Amount of Funds or Other
Compensation
Item 3 is hereby amended and modified to include the following
(which shall be in addition to the information previously included
in the Schedule 13D):
On
December 12, 2018, the Company issued, after approval by the Board
of Directors and in connection with the Company’s annual
compensation review and new hire equity award grants, an aggregate
of:
(a)
300,000 shares of
common stock to Dr. Simon G. Kukes, the Chief Executive Officer of
the Company, which shares vest at the
rate of (i) 1/3 of the shares on the one (1) year anniversary of
the December 12, 2018 grant date (the “Grant
Date”); (ii) 1/3 on the
two (2) year anniversary of the Grant Date; and (iii) 1/3 on the
three (3) year anniversary of the Grant Date (collectively, the
“Three Year Vesting
Terms”), subject
to Dr. Kukes’ continued service to the Company on such
vesting dates, and subject to the terms and conditions of a
Restricted Shares Grant Agreement entered into between the Company
and Dr. Kukes; and
(b)
3,000 shares to Dr.
Simon G. Kukes’ wife, who serves as an employee of the
Company, all of which are subject to the Three Year Vesting Terms,
subject to Mrs. Kukes’ continued service to the Company on
such vesting dates, and subject to the terms and conditions of a
Restricted Shares Grant Agreement entered into between the Company
and Mrs. Kukes, which shares Mr. Kukes is deemed to beneficially
own, each pursuant to
the terms of the Company’s Amended and Restated 2012 Equity
Incentive Plan, as amended, in consideration for services rendered,
and to be rendered, to the Company.
On
December 21, 2018, Dr. Kukes purchased 225,000 shares of common
stock in an open market transaction for an aggregate of $166,500 or
$0.74 per share.
Item 5. Interest in Securities of the Issuer
(a)
As of
the close of business on December 21, 2018, the Reporting Persons
beneficially own in aggregate 7,888,414 shares of Common Stock
representing 49.9% of the 15,808,445 shares of the Company’s
issued and outstanding Common Stock on such date as confirmed by
the Company’s Transfer Agent on such date.
As of
the close of business on December 21, 2018, SK Energy beneficially
owns an aggregate 7,888,414 shares of Common Stock representing
49.9% of the 15,808,445 shares of the Company’s issued and
outstanding Common Stock on such date as confirmed by the
Company’s Transfer Agent on such date. By virtue of his
relationship with SK Energy discussed in further detail in Item 2,
Kukes is deemed to beneficially own the shares of Common Stock
beneficially owned by SK Energy.
(b)
Kukes
may be deemed to have shared power with SK Energy, to vote and
dispose of the securities reported in this Schedule 13D
beneficially owned by SK Energy.
(d)
No
other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the
securities beneficially owned by the Reporting
Persons.
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CUSIP
No.
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SCHEDULE
13D
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Page 5 of 5
Pages
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SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: December
26, 2018
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SK Energy LLC
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/s/ Dr. Simon G. Kukes
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Dr.
Simon G. Kukes
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Chief
Executive Officer
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/s/ Dr. Simon G. Kukes
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Dr. Simon G. Kukes
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The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative (other than an executive officer or general partner
of the filing person), evidence of the representative’s
authority to sign on behalf of such person shall be filed with the
statement: provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his
signature.