Filing Details
- Accession Number:
- 0001654954-19-010904
- Form Type:
- 13D Filing
- Publication Date:
- 2019-09-19 06:10:39
- Filed By:
- Sk Energy Llc
- Company:
- Pedevco Corp (NYSEMKT:PED)
- Filing Date:
- 2019-09-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| SK Energy | 0 | 51,791,325 | 0 | 51,791,325 | 51,791,325 | 73.2% |
| Dr. Simon Kukes | 0 | 51,794,325 | 958,676 | 51,794,325 | 52,753,001 | 74.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
575 N. Dairy Ashford
Energy Center II, Suite 210
Houston, Texas 77079
Telephone: (713) 969-5027
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September 17, 2019
(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).
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
2 of
7 |
|
1 | NAME OF
REPORTING PERSONS
SK Energy LLC | |||
|
2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ | |||
|
3 | SEC USE
ONLY | |||
|
4 | SOURCE
OF FUNDS
WC | |||
|
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 |
51,791,325 shares of Common Stock | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER |
0 | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER |
51,791,325 shares of Common Stock | |
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,791,325 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)
73.2% of the Issuer's outstanding Common Stock | |||
|
14 | TYPE OF
REPORTING PERSON
OO | |||
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
3 of
7 |
|
1 | 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, WC | |||
|
5 | CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) ☐ | |||
|
6 | CITIZENSHIP
OR PLACE OF ORGANIZATION
United States Citizen | |||
| NUMBER
OF |
7 | SOLE
VOTING POWER |
0 | |
| SHARES BENEFICIALLY |
8 | SHARED
VOTING POWER |
51,794,325 shares of Common Stock1 | |
| OWNED
BY EACH |
9 | SOLE
DISPOSITIVE POWER |
958,676 | |
| REPORTING PERSON
WITH |
10 | SHARED
DISPOSITIVE POWER |
51,794,325 shares of Common Stock1 | |
|
11 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
52,753,001 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)
74.6% of the Issuer's outstanding Common Stock | |||
|
14 | TYPE OF
REPORTING PERSON
IN | |||
1 Includes
3,000 shares of common stock held by Dr. Kukes’
spouse.
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
4 of
7 |
This
Amendment No. 7 (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, the Amendment No. 2 thereto,
filed with the Commission on October 26, 2018 the Amendment No. 3
thereto, filed with the Commission on December 26, 2018, the
Amendment No. 4 thereto, filed with the Commission on February 19,
2019, the Amendment No. 5 thereto, filed with the Commission on
March 5, 2019, and the Amendment No. 6 thereto, filed with the
Commission on May 22, 2019 (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 1. Security and Issuer
This Schedule 13D relates to the common stock, $0.001 par value per
share (“Common
Stock”) of PEDEVCO Corp.
(the “Company”
or the “Issuer”).
The principal executive offices of the Company are located at 575
N. Dairy Ashford, Energy Center II, Suite 210, Houston, Texas
77079.
Item 2. Identity and Background
(a)
This statement is filed by SK Energy LLC, a
Delaware limited liability company (“SK
Energy”), and Dr. Simon
G. Kukes (“Kukes”).
Each of the foregoing is referred to as a
“Reporting
Person” and collectively
as the “Reporting
Persons.”
Kukes is the Chief Executive Officer and 100% owner of SK Energy
and the Chief Executive Officer of the Company. By virtue of this
relationship, Kukes is deemed to beneficially own the securities
beneficially owned by SK Energy.
Each of the Reporting Persons is a party to that certain Joint
Filing Agreement described in detail in Item 6. Accordingly, the
Reporting Persons are hereby filing a joint Schedule
13D.
(b)
The
principal business address of each of SK Energy and Kukes is 575 N.
Dairy Ashford, Energy Center II, Suite 210, Houston, Texas
77079.
(c)
The
principal occupation of SK Energy is a consulting business. The
principal occupation of Kukes is the sole owner and Chief Executive
Officer of SK Energy and the Chief Executive Officer of the
Company.
(d)
No
Reporting Person has, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
No
Reporting Person has, during the last five years, been party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
(f)
SK
Energy is organized under the laws of the State of Delaware. Kukes
is a citizen of the United States.
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):
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
5 of
7 |
On September 17, 2019, the Company raised $13 million through
the sale of 8,204,481 shares of restricted Company common stock at
a price of $1.5845 per share (the “SK Purchase
Price”) to SK Energy,
pursuant to a Common Stock Subscription Agreement, dated September
17, 2019, entered into by and between the Company and SK Energy
(the “SK Subscription
Agreement”). The SK
Purchase Price represented a premium to the closing price of the
Company’s common stock on the NYSE American Exchange as of
the closing date and was equal to the greater of the book/market
price of the Company’s common stock for the purposes of the
NYSE American Exchange rules and requirements.
This
Amendment reports the sale by Kukes in open market transactions
from June 3, 2019 through August 20, 2019, of 433,676 shares of the
Company’s Common Stock as described on Schedule A
Item 5. Interest in Securities of the Issuer
(a) As
of the close of business on September 18, 2019, the Reporting
Persons beneficially own in aggregate 52,753,001 shares of Common
Stock representing 74.6% of the 71,711,328 shares of the
Company’s issued and outstanding Common Stock on such
date. As of the close of business on September 18, 2019, SK
Energy beneficially owns an aggregate 51,791,325 shares of Common
Stock representing 73.2% of the 71,711,328 shares of the
Company’s issued and outstanding Common Stock 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.
(c) See
Item 3, above.
(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, except in
connection with the 3,000 shares of common stock owned by Dr.
Kukes’ spouse.
(e)
N/A.
Item
7. Material to Be Filed as Exhibits
Item 7 is hereby amended and modified to include the following
(which shall be in addition to the information previously included
in the Schedule 13D):
|
Exhibit No. |
Description |
| | |
|
Power of Attorney dated April
17, 2019 – Dr. Simon G. Kukes and
Clark R. Moore (1) | |
|
Power of Attorney dated April
17, 2019 – SK Energy LLC and Clark
R. Moore (1) |
(1)
Filed
as Exhibits 24.1 and 24.2 to the Form 4 filed by the Reporting
Persons on June 19, 2019 and incorporated by reference
herein.
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
6 of
7 |
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: September
18, 2019
|
SK Energy LLC | | |
| | | |
| | | |
|
/s/ Clark R. Moore,
attorney-in-fact for Simon Kukes, as Manager of SK Energy
LLC | | |
| Dr.
Simon G. Kukes | | |
| Manager | | |
| | | |
|
/s/ Clark R. Moore, attorney-in-fact for Dr. Simon
Kukes | | |
|
Dr. Simon G. Kukes | | |
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.
|
CUSIP No. 70532Y303 | SCHEDULE
13D | Page
7 of
7 |
SCHEDULE A
|
Title of Security |
Date of Purchase |
Shares Purchased |
Price Per Share |
|
Common Stock |
06/03/2019 |
138 |
$2.04 |
|
Common Stock |
06/05/2019 |
126 |
$2.04 |
|
Common Stock |
06/06/2019 |
2,619 |
$2.04 |
|
Common Stock |
06/07/2019 |
1,109 |
$2.04 |
|
Common Stock |
06/17/2019 |
4,210 |
$2.02 |
|
Common Stock |
06/17/2019 |
342 |
$2.04 |
|
Common Stock |
06/24/2019 |
77,037 |
$2.05 |
|
Common stock |
08/15/2019 |
54,568 |
$1.55(1) |
|
Common stock |
08/16/2019 |
120,690 |
$1.5 |
|
Common stock |
08/19/2019 |
52,666 |
$1.5 |
|
Common Stock |
08/20/2019 |
120,171 |
$1.51 |
| | |
433,676 | |
(1) This transaction
was executed in multiple trades at prices ranging from $1.32 to
$1.56. The price reported above reflects the weighted average
purchase price. The Reporting Person hereby undertakes to provide
upon request to the Securities and Exchange Commission staff, the
Company or a security holder of the Company, full information
regarding the number of shares and prices at which the transaction
was affected.