0001144204-19-008013.txt : 20190214 0001144204-19-008013.hdr.sgml : 20190214 20190214144731 ACCESSION NUMBER: 0001144204-19-008013 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 GROUP MEMBERS: BHLN-PEDCO CORP. GROUP MEMBERS: MARK FEUER GROUP MEMBERS: SCOTT TAYLOR SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PEDEVCO CORP CENTRAL INDEX KEY: 0001141197 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 223755993 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86497 FILM NUMBER: 19604888 BUSINESS ADDRESS: STREET 1: 1250 WOOD BRANCH PARK DR. STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 855-733-3826 MAIL ADDRESS: STREET 1: 1250 WOOD BRANCH PARK DR. STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77079 FORMER COMPANY: FORMER CONFORMED NAME: BLAST ENERGY SERVICES, INC. DATE OF NAME CHANGE: 20050610 FORMER COMPANY: FORMER CONFORMED NAME: VERDISYS INC DATE OF NAME CHANGE: 20010523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BBLN-PEDCO CORP. CENTRAL INDEX KEY: 0001738335 IRS NUMBER: 812589666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 105 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 646-356-1601 MAIL ADDRESS: STREET 1: 105 MADISON AVENUE STREET 2: 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13G/A 1 tv513778_sc13ga.htm SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)

PEDEVCO Corp.

(Name of Issuer)

Warrants to Purchase Common Stock

(Title of Class of Securities)

70532Y204

(CUSIP Number)

Mark Feuer; 105 Madison Avenue, 19^th Floor, New York, New York 10016; 646-356-1601

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨  Rule 13d-1(b)
x  Rule 13d-1(c)
¨  Rule 13d-1(d)

* 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).

Page 1 of 10 Pages

CUSIP No. 70532Y204

13G/A

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MARK FEUER
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER

		0
	6.	SHARED VOTING POWER

		596,280
	7	SOLE DISPOSITIVE POWER

		0
	8	SHARED DISPOSITIVE POWER

		596,280

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,280
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9%¹
12.	TYPE OF REPORTING PERSON (see instructions) CO

¹ 3.9% represents the percentage that the aggregate number of common shares (596,280) received by Beechwood Bermuda International Ltd., upon exercise of the Warrants, would represent of the total number of outstanding common shares of Pedevco based on the number of outstanding common shares (15,184,445) of Pedevco reported in its last 10-Q filed on November 14, 2018. BBLN-Pedco Corp. and BHLN-Pedco Corp. transferred the Warrants to Beechwood Bermuda International Ltd., a Bermuda exempted company, as of July 10, 2018 and July 18, 2018, respectively.

Page 2 of 10 Pages

CUSIP No. 70532Y204

13G/A

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) SCOTT TAYLOR
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER

		0
	6.	SHARED VOTING POWER

		596,280
	7	SOLE DISPOSITIVE POWER

		0
	8	SHARED DISPOSITIVE POWER

		596,280

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 596,280
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.9%²
12.	TYPE OF REPORTING PERSON (see instructions) CO

² 3.9% represents the percentage that the aggregate number of common shares (596,280) received by Beechwood Bermuda International Ltd., upon exercise of the Warrants, would represent of the total number of outstanding common shares of Pedevco based on the number of outstanding common shares (15,184,445) of Pedevco reported in its last 10-Q filed on November 14, 2018. BBLN-Pedco Corp. and BHLN-Pedco Corp. transferred the Warrants to Beechwood Bermuda International Ltd., a Bermuda exempted company, as of July 10, 2018 and July 18, 2018, respectively.

Page 3 of 10 Pages

CUSIP No. 70532Y204

13G/A

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BBLN-PEDCO CORP.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER

		0
	6.	SHARED VOTING POWER

		0
	7	SOLE DISPOSITIVE POWER

		0
	8	SHARED DISPOSITIVE POWER

		0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%³
12.	TYPE OF REPORTING PERSON (see instructions) CO

³ BBLN-Pedco Corp. transferred its Warrants to Beechwood Bermuda International Ltd., a Bermuda exempted company, as of July 10, 2018.

Page 4 of 10 Pages

CUSIP No. 70532Y204

13G/A

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) BHLN-PEDCO CORP.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER

		0
	6.	SHARED VOTING POWER

		0
	7	SOLE DISPOSITIVE POWER

		0
	8	SHARED DISPOSITIVE POWER

		0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0%⁴
12.	TYPE OF REPORTING PERSON (see instructions) CO

⁴ BHLN-Pedco Corp. transferred its Warrants to Beechwood Bermuda International Ltd., a Bermuda exempted company, as of July 18, 2018.

Page 5 of 10 Pages

CUSIP No. 70532Y204	13G/A

Item 1.

	(a)	Name of Issuer Pedevco Corp.

	(b)	Address of Issuer’s Principal Executive Offices 4125 Blackhawk Plaza Circle Suite 201 Danville, CA 94506

Item 2.

	(a)	Name of Person Filing 1. Mark Feuer 2. Scott Taylor 3. BBLN-PEDCO CORP. 4. BHLN-PEDCO CORP.

	(b)	Address of the Principal Office or, if none, residence 1. c/o MSD Administrative Services LLC, 105 Madison Avenue, 19^th Fl, New York, NY 10016 2. c/o MSD Administrative Services LLC, 105 Madison Avenue, 19^th Fl, New York, NY 10016 3. 105 Madison Avenue, 19^th Fl, New York, New York 10016 4. 105 Madison Avenue, 19^th Fl, New York, New York 10016

	(c)	Citizenship See Item 4 of the Cover Pages.

	(d)	Title of Class of Securities Warrants to Purchase Common Stock

	(e)	CUSIP Number 70532Y204

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution that is the functional equivalent of any of the institutions listed in § 240.13d-1 (b)(1)(ii)(A) through (I), so long as the non-U.S. institution is subject to a regulatory scheme that is substantially comparable to the regulatory scheme applicable to the equivalent U.S. institution

(k)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 6 of 10 Pages

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.


(a)	Amount beneficially owned: See Item 9 of the Cover Pages.

(b)	Percent of class: See Item 11 of the Cover Pages.

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote: See Item 5 of the Cover Pages.

	(ii)	Shared power to vote or to direct the vote: See Item 6 of the Cover Pages.

	(iii)	Sole power to dispose or to direct the disposition of: See Item 7 of the Cover Pages.

	(iv)	Shared power to dispose or to direct the disposition of: See Item 8 of the Cover Pages.

Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x

Instruction. Dissolution of a group requires a response to this item.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Mark Feuer and Scott Taylor are the controlling persons of Beechwood Bermuda Ltd., which owns one hundred percent (100%) of Beechwood Bermuda International Ltd. (“BBI”). BBI owns one hundred percent (100%) of each of BBLN-Pedco Corp. and BHLN-Pedco Corp., each a Reporting Person reporting on this Schedule 13G/A, and the current owner of the Warrants.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit B attached hereto.

Item 9. Notice of Dissolution of Group.

Not applicable.

Page 7 of 10 Pages

Item 10. Certification.

	(a)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

	(b)		The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

			By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 8 of 10 Pages

CUSIP No. 70532Y204	13G/A	Page 9 of 10 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	February 13, 2019
	Date

	MARK FEUER

	/s/ Mark Feuer
	Signature


	SCOTT TAYLOR

	/s/ Scott Taylor
	Signature


	BBLN-PEDCO CORP.

	/s/ Mark Feuer
	Signature

	Mark Feuer/Chairman, President & Secretary
	Name/Title


	BHLN-PEDCO CORP.

	/s/ Mark Feuer
	Signature

	Mark Feuer/Chairman, President & Secretary
	Name/Title

Page 9 of 10 Pages

INDEX TO EXHIBITS

Exhibit A: Joint Filing Agreement

Exhibit B: Types of Reporting Persons

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the entities named below agree to the joint filing on behalf of each of them of this Schedule 13G with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13G. In evidence thereof, the undersigned hereby execute this joint filing agreement as of the date below.

February 13, 2019

Date

	MARK FEUER

	/s/ Mark Feuer
	Signature


	SCOTT TAYLOR

	/s/ Scott Taylor
	Signature


	BBLN-PEDCO CORP.

	/s/ Mark Feuer
	Signature

	Mark Feuer/Chairman, President & Secretary
	Name/Title


	BHLN-PEDCO CORP.

	/s/ Mark Feuer
	Signature

	Mark Feuer/Chairman, President & Secretary
	Name/Title

EXHIBIT B

Types of Reporting Persons

Reporting Person	Type(s)
MARK FEUER	IN
SCOTT TAYLOR	IN
BBLN-PEDCO CORP.	CO
BHLN-PEDCO CORP.	CO

Legend:

Broker Dealer	BD
Bank	BK
Insurance Company	IC
Investment Company	IV
Investment Advisor	IA
Employee Benefit Plan, Pension Fund, or Endowment Fund	EP
Parent Holding Company/Control Person	HC
Savings Association	SA
Church Plan	CP
Corporation	CO
Partnership	PN
Individual	IN
Other	OO