PEPSICO INC — Director's Dealing 2003

May 2, 2003

3/A 1 fm3amdtbru.htm Form 3- Abelardo E. Bru

| FORM
3 |
| --- |
| OMB Number: 3235-0104 Expires: January 31, 2005 Estimated average burden hours per response.......0.5 |
| (Print
or Type Respo nses) |

| 1. Name and Address of Reporting Person* Bru Abelardo E. | 2. Date of Event Requiring
Statement (Month/Day/Year) 10/8/2002 | 4. Issuer Name and Ticker
or Trading Symbol PepsiCo, Inc. (PEP) | |
| --- | --- | --- | --- |
| (Last) (First) (Middle) 7701 Legacy Drive | | | |
| (Street) Plano TX 75266 | 3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) | 5. Relationship of Reporting
Person(s) to Issuer (Check all applicable) o Director o 10% Owner x Officer o Other (give title below) (specify below) Chairman and Chief Executive Officer, Frito-Lay North America | 6. If Amendment, Date of Original (Month/Day/Year) 10/15/2002 |
| (City)
(State) (Zip) | | | 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 |

| Table I — Non-Derivative
Securities Beneficially Owned — 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially
Owned (Instr. 4) | 3. Ownership Form: Direct (D) or
Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial
Ownership (Instr. 5) |
| --- | --- | --- | --- |
| PepsiCo, Inc. Common Stock | 4,443.56 | I | By 401(k) |

| Table II -- Derivative Securities Beneficially Owned ( e.g. ,
puts, calls, warrants, options, convertible securities) — 1. Title of Derivative Security (Instr. 4) | 2. Date Exer cisable
and Expiration Date (Month/Day/Year) | | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 5) |
| --- | --- | --- | --- | --- | --- | --- |
| | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | |
| Employee Stock Option (right to buy) | (1) | 06/30/03 | PepsiCo, Inc. Common Stock | 751.00 | $17.06 | D |
| Employee Stock Option (right to buy) | 02/01/98 | 01/27/04 | PepsiCo, Inc. Common Stock | 22,872.00 | $18.58 | D |
| Employee Stock Option (right to buy) | (1) | 06/30/04 | PepsiCo, Inc. Common Stock | 1,438.00 | $14.28 | D |
| Employee Stock Option (right to buy) | (1) | 06/30/05 | PepsiCo, Inc. Common Stock | 1,640.00 | $21.36 | D |
| Employee Stock Option (right to buy) | 02/01/00 | 01/25/06 | PepsiCo, Inc. Common Stock | 87,663.00 | $27.38 | D |
| Employee Stock Option (right to buy) | (1) | 06/30/06 | PepsiCo, Inc. Common Stock | 1,282.00 | $32.98 | D |
| Employee Stock Option (right to buy) | 02/01/98 | 01/27/04 | PepsiCo, Inc. Common Stock | 3,315.00 | $26.42 | D |
| Employee Stock Option (right to buy) | 02/01/00 | 01/25/06 | PepsiCo, Inc. Common Stock | 12,305.00 | $26.42 | D |
| Employee Stock Option (right to buy) | 02/01/01 | 01/31/08 | PepsiCo, Inc. Common Stock | 53,518.00 | $36.50 | D |
| Employee Stock Option (right to buy) | 02/01/03 | 01/31/10 | PepsiCo, Inc. Common Stock | 101,018.00 | $34.00 | D |
| Employee Stock Option (right to buy) | 02/01/01 | 01/31/11 | PepsiCo, Inc. Common Stock | 33,632.00 | $43.50 | D |
| Employee Stock Option (right to buy) | 02/01/04 | 01/31/11 | PepsiCo, Inc. Common Stock | 138,573.00 | $43.50 | D |
| Employee Stock Option (right to buy) | 02/01/02 | 01/31/12 | PepsiCo, Inc. Common Stock | 24,614.00 | $50.00 | D |
| Employee Stock Option (right to buy) | 02/01/05 | 01/31/12 | PepsiCo, Inc. Common Stock | 120,951.00 | $50.00 | D |
| Employee Stock Option (right to buy) | 02/01/02 | 01/31/09 | PepsiCo, Inc. Common Stock | 55,041.00 | $38.50 | D |
| Employee Stock Option (right to buy) | 02/01/03 | 01/31/10 | PepsiCo, Inc. Common Stock | 207,033.00 | $32.25 | D |
| Employee Stock Option (right to buy) | 02/01/09 | 01/31/14 | PepsiCo, Inc. Common Stock | 200,000.00 | $38.50 | D |
| Employee Stock Option (right to buy) | 02/01/04 | 01/31/09 | PepsiCo, Inc. Common Stock | 200,000.00 | $38.50 | D |

Explanation of Responses: 1. Twenty percent of these options became exercisable one year after the grant date, and an additional twenty percent became exercisable each of the four years thereafter.

/s/ Abelardo E. Bru _____ **Signature of Reporting Person Abelardo E. Bru May 1, 2003 _______ Date

| If the form is filed by more
than one reporting person, see Instruction 5(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. |
| Potential persons who are
to repond to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB Number. |