PEPSICO INC — Director's Dealing 2002

Oct 2, 2002

4 1 form4-allen10202.htm Form 4 - Robert E. Allen

| 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* Allen Robert E. | 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) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Last)

(First)
(Middle) c/o AT&T 180 Park Avenue, Room 1E38 | 3. I.R.S. Identification Number of
Reporting Person, if an entity (voluntary) | | | 4. Statement for
Month/Day/Year 10/01/2002 | | | | | |
| (Street) Florham Park NJ 07932 | | | | 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 | | | | | | | 7,136.00 | 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		9,600.00		10/01/02	09/30/12	PepsiCo, Inc. Common Stock	9,600.00		9,600.00	D
Phantom Stock Units	1-for-1	09/30/2002 (1)	A	V	11.05		Retirement	Retirement	PepsiCo, Inc. Common Stock	11.05	(1)	1,903.55	D
Phantom Stock Units	1-for-1	09/30/2002 (1)	A	V	3.03		01/01/03	01/01/03	PepsiCo, Inc. Common Stock	3.03	(1)	448.68	D
Phantom Stock Units	1-for-1	09/30/2002 (1)	A	V	325.76		01/01/01 (2,3)	01/01/05	PepsiCo, Inc. Common Stock	325.76	(1)	29,753.78	D
Phantom Stock Units	1-for-1	09/30/2002 (1)	A	V	35.24		04/01/05	04/01/05	PepsiCo, Inc. Common Stock	35.24	(1)	6,070.72	D

Explanation of Responses: 1. Acquired on various dates between 1/01/02 and 9/30/02 pursuant to PepsiCo's deferred compensation plan at prices ranging from $36.95 to $51.50. 2. Participants in the deferral plan are afforded a one-time opportunity to change the payout date of their deferrals. This must be done at least 6 months before, and in the calendar year prior to, payout. 3. Payable in 5 installments between 2001 and 2005.

/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. |