Juniper Capital II GP, L.P. 4
4 · PEDEVCO CORP · Filed Mar 3, 2026
Research Summary
AI-generated summary of this filing
PEDEVCO (PED) 10% Owner Juniper Capital II GP Acquires Shares
What Happened
- Juniper Capital II GP, L.P. (reported as a 10% owner) acquired 37,658,222 shares of PEDEVCO common stock on Feb 27, 2026 through the automatic conversion of Series A Convertible Preferred Stock into common stock (conversion ratio 10-for-1). These were non-cash conversions (price shown $0.00).
- The filing also shows related transfers on the same date: 3,235,117 shares were issued directly to third parties (disposed), 3,765,822.2 derivative shares were reported disposed (conversion-related), and 49,679 shares were acquired (transferred in part from a director-related grant). No cash changed hands in the conversion entries.
Key Details
- Transaction date: February 27, 2026. Form filed: March 3, 2026 (timely — within required 2 business days).
- Primary entry: Conversion of Series A preferred into 37,658,222 common shares (10-for-1 conversion ratio; see footnotes).
- Other movements: 3,235,117 shares issued directly to third parties per pre-existing agreement; 49,679 shares transferred to the reporting group from a board-member grant; 3,765,822.2 derivative shares disposed (conversion-related).
- Prices reported: $0.00 for conversion/transfer entries (non-cash issuance).
- Shares ownership after the transactions: not explicitly stated in the excerpt of the filing.
- Notable footnotes:
- F1/F6: Automatic Conversion Date was Feb 27, 2026 after a 20-calendar-day period; conversion ratio 10-for-1.
- F2: Shares were issued to affiliates; Juniper’s GP interest gives it control over those affiliates; Juniper disclaims beneficial ownership except to the extent of pecuniary interest.
- F3: 3,235,117 shares were issued directly to third parties under a pre-existing agreement.
- F4/F5: Part of the issuance relates to a director grant (Edward Geiser) and restricted shares subject to vesting (25% quarterly over 12 months) and exempt under Rule 16b-3.
Context
- This was an automatic conversion of preferred stock into common stock (a corporate capital-structure event), not an open-market purchase or sale for cash — interpret accordingly. Conversions and transfers like this are typically administrative/corporate-actions rather than straightforward insider bullish/bearish trades.
- The reporting person is an institutional 10% owner (via fund/general partner structures), not an individual executive—some shares were routed to third parties or affiliated entities per agreements and board-related arrangements.
Insider Transaction Report
Form 4
PEDEVCO CORPPED
Juniper Capital II GP, L.P.
10% Owner
Transactions
- Conversion
Common Stock
[F1][F2]2026-02-27+37,658,222→ 37,707,618 total(indirect: See footnote) - Other
Common Stock
[F3][F2]2026-02-27−3,235,117→ 34,472,501 total(indirect: See footnote) - Other
Common Stock
[F4][F5][F2]2026-02-27+49,679→ 34,522,180 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
[F6][F2]2026-02-27−3,765,822.2→ 0 total(indirect: See footnote)→ Common Stock (37,658,222 underlying)
Footnotes (6)
- [F1]On the Automatic Conversion Date (defined below), the Convertible Series A Preferred Stock converted into Common Stock of the Issuer automatically pursuant to its terms based on a conversion ratio of 10-for-1.
- [F2]Prior to the Automatic Conversion Date, the shares of Series A Convertible Preferred Stock were held of record by North Peak Oil & Gas Holdings, LLC ("NPOG") and Century Oil and Gas Holdings, LLC ("COG"). On the Automatic Conversion Date, the shares of Common Stock were issued to affiliates of NPOG and COG including Juniper Capital II PED Holdings, LLC ("Fund II Holdings") and NPR Partners PED Holdings, LLC ("NPR Partners Holdings"). The Reporting Person may be deemed to have voting and dispositive power over such securities by virtue of its general partner interest in (i) Juniper Capital II, L.P., a Delaware limited partnership and investment fund that wholly owns and controls Fund II Holdings, and (ii) Juniper NPR Partners, L.P., a Delaware limited partnership and investment fund that wholly owns and controls NPR Partners Holdings. The Reporting Person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest therein.
- [F3]On the Automatic Conversion Date, 3,235,117 shares of Common Stock that were previously beneficially owned by the Reporting Person on behalf of certain third parties were issued directly to such third parties pursuant to a pre-existing agreement with affiliates of the Reporting Person.
- [F4]Edward Geiser received a grant of Common Stock in consideration for services rendered and agreed to be rendered as a member of the Board of Directors of the Issuer (the "Board"). Upon receipt by Mr. Geiser, the shares of Common Stock were transferred, in part, to Fund II Holdings and NPR Partners Holdings since Mr. Geiser is a designated director of an affiliate of the Reporting Person.
- [F5]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. The shares vest at the rate of (i) 25% of the shares on the three (3) month anniversary of February 27, 2026; (ii) 25% on the six (6) month anniversary of February 27, 2026; (iii) 25% on the nine (9) month anniversary of February 27, 2026; and (iv) 25% on the twelve (12) month anniversary of February 27, 2026, subject to the Reporting Person's continued service on the Board 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 an affiliate of the Reporting Person. Exempt from Section 16(b) pursuant to Rule 16b-3.
- [F6]The Convertible Series A Preferred Stock was 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, which Automatic Conversion Date was February 27, 2026.
Signature
/s/ Edward Geiser|2026-03-03