PEPSICO INC — Director's Dealing 2002

Oct 3, 2002

4 1 form4-enrico.htm Form 4 - Roger A. Enrico

| FORM 4 | | OMB
APPROVAL |
| --- | --- | --- |
| o | Check this box if no longer subject to Section 16. Form 4 or Form
5 obligations may continue. See Instruction 1(b). | OMB
Number: 3235-0287 Expires: January
31, 2005 Estimated average burden hours per
response.........0.5 |
| (Print or Type Responses) | | |

| 1. Name and Address of
Reporting Person* Enrico Roger A | 2. Issuer Name and Ticker or Trading
Symbol PepsiCo, Inc. (PEP) | | | | | | 6. Relationship of Reporting Person(s) to
Issuer (Check all
applicable) x Director o 10%
Owner o Officer o Other (specify below) (give
title
below) | | |
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| (Last)

(First)
(Middle) 100 Crescent Court, Suite 700 | 3. I.R.S. Identification Number of
Reporting Person, if an entity (voluntary) | | | 4. Statement for
Month/Day/Year 10/01/2002 | | | | | |
| (Street) Dallas TX 75201 | | | | 5. If Amendment, Date of Original
(Month/Day/Year) | | | 7. Individual or Joint/Group
Filing (Check Applicable Line) x Form filed by One Reporting Person o Form filed by More than One Reporting Person | | |
| (City)
(State)
(Zip) | Table I --
Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | | | | | | | |
| 1. Title of Security (Instr. 3) | 2. Trans- action Date (Month/ Day/ Year ) | 2A. Deemed Execution Date, if any (Month/ Day/Year) | 3. Trans- action Code (Instr. 8) | | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| | | | Code | V | Amount | (A) or (D) | Price | | |
| PepsiCo, Inc. Common Stock | | | | | | | 50,131.00 (1) | D | |

FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Derivative Security	3. Trans- action Date (Month/ Day/Year)	4. Trans- action Code (Instr. 8)		5. Number of Derivative Securites Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Trans- action(s) (Instr. 4)	10. Owner- ship Form of Derivative Securities: Direct(D) or Indirect(I) (Instr. 4)
			Code	V	(A)	(D)	Date Excer- cisable	Expira- tion Date	Title	Amount or Number of Shares
Stock Option Grant (right to buy)	$37.50	10/01/2002	A		6,667.00		10/01/02	09/30/12	PepsiCo, Inc. Common Stock	6,667.00		6,667.00	D
Phantom Stock Units	1-for-1	4/1/2002	I	V	34,636.97 (2,5)		Immediately	(3)	PepsiCo, Inc. Common Stock	34,636.97	$36.70		D
Phantom Stock Units	1-for-1	4/1/2002	I	V		4,925.29 (2)	Immediately	(3)	PepsiCo, Inc. Common Stock	4,925.29	$36.70		D
Phantom Stock Units	1-for-1	4/1/2002	I	V		1,594,648.98 (2,4)	Immediately	(3)	PepsiCo, Inc. Common Stock	1,594,648.98	$36.70		D
Phantom Stock Units	1-for-1	6/28/2002	A	V	1,391.66 (2,6)		Immediately	(3)	PepsiCo, Inc. Common Stock	1,391.66	$34.39		D
Phantom Stock Units	1-for-1	7/1/2002	I	V		1,786.38 (2)	Immediately	(3)	PepsiCo, Inc. Common Stock	1,786.38	$34.97		D
Phantom Stock Units	1-for-1	9/27/2002	A	V	1,831.00 (2,6)		Immediately	(3)	PepsiCo, Inc. Common Stock	1,831.00	$26.27		D
Phantom Stock Units	1-for-1	10/1/2002	I			1,816.58 (2)	Immediately	(3)	PepsiCo, Inc. Common Stock	1,816.58	$26.98	453,842.70 (2)	D
Stock Option Grant (right to buy)	$51.50	4/1/2002	A	V	2,427.00		04/01/02	03/31/12	PepsiCo, Inc. Common Stock	2,427.00		2,427.00	D

Explanation of Responses: 1. Includes 36 shares previously owned indirectly through PepsiCo's 401(k) plan. 2. As of 4/12/02, amounts held in Company stock fund reflect unit accounting. All figures have been adjusted to reflect the conversion from phantom shares to phantom units. 3. The reporting person elected to receive cash payouts from his deferred compensation account ommencing upon retirement. Certain payouts were in the form of a lump sum; others are in quarterly installments payable over twenty years. 4. Intra-plan transfer out of company phantom stock fund. 5. Intra-plan transfer into company phantom stock fund. 6. Reflects quarterly dividend credited to reporting person's deferred compensation account.

/s/ Thomas H. Tamoney, Jr.	October 2, 2002
Thomas H. Tamoney, Jr. Attorney-in-fact ** Signature of Reporting Person	Date

| Reminder: | Report on a separate line for each class
of securities beneficially owned directly or indirectly. |
| --- | --- |
| * | If the form is filed by more than one reporting
person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of
facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually
signed. If space is insufficient, see Instruction 6 for procedure. |