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. ☐
* 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 9 |
| 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
| 8 | SHARED VOTING POWER 0 shares of Common Stock |
| 9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
| 10 | SHARED DISPOSITIVE POWER 0 shares of Common Stock |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 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) 0% of the Issuer’s outstanding Common Stock* |
| 14 | TYPE OF REPORTING PERSON OO |
* Based on 85,790,267 shares of common stock issued and outstanding as of October 3, 2022, as confirmed by the Company’s transfer agent on such date.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 3 of 9 |
| 1 | NAME OF REPORTING PERSONS The SGK 2018 Revocable Trust |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS OO |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION Texas |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 shares of Common Stock |
| 8 | SHARED VOTING POWER 51,791,325 shares of Common Stock |
| 9 | SOLE DISPOSITIVE POWER 0 shares of Common Stock |
| 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) 60.4% of the Issuer’s outstanding Common Stock* |
| 14 | TYPE OF REPORTING PERSON OO |
* Based on 85,790,267 shares of common stock issued and outstanding as of October 3, 2022, as confirmed by the Company’s transfer agent on such date.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 4 of 9 |
| 1 | NAME OF REPORTING PERSONS 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 5,028,240 |
| 8 | SHARED VOTING POWER 51,807,658 shares of Common Stock(1)(2) |
| 9 | SOLE DISPOSITIVE POWER 5,028,240 |
| 10 | SHARED DISPOSITIVE POWER 51,807,658 shares of Common Stock(1)(2) |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 56,835,898 shares of Common Stock(1)(2) |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.2% 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. |
| (2) | Includes options to purchase 13,333 shares of common stock held by Dr. Kukes’ spouse (3,333 of which have an exercise price of $1.39 per share and 10,000 of which have an exercise price of $1.68 per share) which have vested to Dr. Kukes’ spouse, and/or which vest in the 60 days from the date of this filing. |
* Based on 85,790,267 shares of common stock issued and outstanding as of October 3, 2022, as confirmed by the Company’s transfer agent on such date.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 5 of 9 |
This Amendment No. 10 (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, the Amendment No. 6 thereto, filed with the Commission on May 22, 2019, the Amendment No. 7 thereto, filed with the Commission on September 19, 2019, the Amendment No. 8 thereto, filed with the Commission on February 1, 2022, and the Amendment No. 9 thereto, filed with the Commission on September 28, 2022 (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”). 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.
This Amendment is being filed to reflect the transfer on October 3, 2022, of 51,791,325 shares of common stock of the Issuer (the “Transferred Shares”) previously held by SK Energy (representing all of the shares of common stock then held by SK Energy) to The SGK 2018 Revocable Trust (“SGK Trust”), for no consideration (the “Transfer”). SK Energy is beneficially owned by Kukes and SGK Trust is a family trust of which Kukes is the trustee and beneficiary, and as such, Kukes is the beneficial owner of the shares held by SGK Trust, and there was no change in beneficial ownership of the Transferred Shares in connection with the Transfer.
For purposes of this Amendment, each of Kukes, SK Energy and SGK Trust are a “Reporting Person” and collectively, the “Reporting Persons.”
As a result of SK Energy’s transfer of all of its shares of Issuer Common Stock to SGK Trust, SK Energy, after this filing, is no longer considered part of the reporting group, and will no longer be a Reporting Person moving forward for the purposes of this Schedule 13D.
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
Item 2 is amended and restated in its entirety to read:
(a) This statement is filed by SK Energy LLC, a Delaware limited liability company (“SK Energy”), The SGK 2018 Revocable Trust, a Texas family trust (“SGK Trust”), 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.
Kukes is the trustee and beneficiary of the SGK Trust. By virtue of this relationship, Kukes is deemed to beneficially own the securities beneficially owned by SGK Trust.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 6 of 9 |
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, SGK Trust 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 SGK Trust is a family trust formed to hold among other things, shares of the Issuer. The principal occupation of Kukes is the sole owner and Chief Executive Officer of SK Energy, the Trustee of the SGK Trust 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. SGK Trust is a Texas trust. 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):
On October 3, 2022, SK Energy transferred all 51,791,325 shares of common stock of the Issuer which it held to SGK Trust for no consideration. SK Energy is beneficially owned by Kukes and SGK Trust is a family trust of which Kukes is the trustee and beneficiary, and as such, the beneficial owner of the shares held by SGK Trust, and there was no change in beneficial ownership of the Transferred Shares in connection with the Transfer.
Item 4. Purpose of Transaction
Item 4 is amended and restated in its entirety to read:
The Reporting Persons acquired the securities for investment purposes. In the future, depending on general market and economic conditions affecting the Company and other relevant factors, the Reporting Persons may purchase additional securities of the Company or dispose of some or all of the securities they currently own from time to time in open market transactions, private transactions or otherwise. Additionally, Dr. Kukes currently plans to purchase additional shares of common stock of the Company in open market transactions, from time to time, during open trading windows, when he believes the acquisitions represent attractive investment opportunities at then prices. Dr. Kukes and/or his wife may also acquire additional shares of common stock under various employee benefit and compensation arrangements with the Company in the future.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 7 of 9 |
Other than as discussed above, and except as may occur in the ordinary course of business of the Company, the Reporting Persons do not currently have any plans or proposals which relate to or would result in the following described:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, except as discussed above and except that the Reporting Persons currently contemplate acquiring additional securities of the Issuer from time to time in open market or private purchases subject to market conditions and other factors;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above, except as discussed above.
However, Dr. Kukes, in his capacity as a member of the Board and Chief Executive Officer may, from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 to acquire or dispose of securities of the Company and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.
Item 5. Interest in Securities of the Issuer
Item 5 is amended and restated in its entirety to read:
(a) and (b) The aggregate number of shares of Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the voting thereof, shared power to vote or to direct the voting thereof, sole power to dispose or to direct the disposition thereof, or shared power to dispose or to direct the disposition thereof, are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by this reference thereto.
(b) Kukes may be deemed to have shared power with SK Energy and SGK Trust, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by SK Energy and SGK Trust. Kukes may also be deemed to have shared power with his spouse, to vote and dispose of the securities reported in this Schedule 13D beneficially owned by his spouse.
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 8 of 9 |
(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 (and options held by such 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):
| CUSIP No. 70532Y303 | SCHEDULE 13D | Page 9 of 9 |
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: October 4, 2022
| SK Energy LLC | |
| | |
| /s/ Dr. Simon G. Kukes | |
| Dr. Simon G. Kukes | |
| Manager | |
| | |
| Dated: October 4, 2022 | |
| | |
| /s/ Dr. Simon G. Kukes | |
| Dr. Simon G. Kukes | |
| The SGK 2018 Revocable Trust | |
| | |
| /s/ Simon G. Kukes | |
| Simon G. Kukes | |
| Trustee | |
| | |
| Dated: October 4, 2022 | |
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.