PEPSICO INC — Director's Dealing 2003

Feb 10, 2003

5 1 form5-morrison210.htm Form 5- Robert S. Morrison

| FORM
5 | | OMB APPROVAL |
| --- | --- | --- |
| x | Check this box if no
longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response...........1.0 |
| o | Form 3 Holdings
Reported | |
| o | Form 4 Transactions
Reported | |

| 1. Name
and Address of Reporting Person* Morrison Robert S. | 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 x Officer o Other (specify below) (give
title below) Vice Chairman | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Last)

(First)
(Middle) 555 W. Monroe | 3. I.R.S.
Identification Number of Reporting Person, if an entity (voluntary) | | 4. Statement for Month/Year 12/2002 | | | | | | |
| (Street) Chicago IL 60661 | | | 5. If
Amendment, Date of Original (Month/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 at End of Month (Instr. 3 and 4) | 6. Ownership
Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature
of Indirect Beneficial Ownership (Instr. 4) |
| | | | | Amount | (A)
or (D) | Price | | | |
| PepsiCo, Inc. Common Stock | 12/27/2002 (1) | | A | 4,846.00 | A | (1) | 350,872.00 | D | |
| PepsiCo, Inc. Common Stock | | | | | | | 3,521.35 (2) | I | By 401(k) |
| PepsiCo, Inc. Preferred Stock | | | | | | | 872.25 (3) | I | By 401(k) |

FORM 5 (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) | | 9. Number of Derivative Securities
Beneficially Owned and End of Month (Instr. 4) | 10. Owner- ship Form of Derivative Securities Beneficially Owned by End of Month (Instr.
4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | (A) | (D) | Date Excer- cisable | Expira- tion Date | Title | Amount or Number of Shares | | |
| Employee Stock Option (right to buy) | $50.00 | 2/1/2002 | A | 312,619.00 | | 02/01/05 | 01/31/12 | PepsiCo, Inc. Common Stock | 312,619.00 | 312,619.00 | D |
| Phantom Stock Units | 1-for-1 | 12/27/2002(1) | A | 1,100.40 | | Immediately | (4) | PepsiCo, Inc. Common Stock | 1,100.40 | 50,027.40 | D |

Explanation of Responses: 1. Acquired on various dates between January 2, 2002 and January 2, 2003 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $36.69 to $51.90. 2. Shares held in PepsiCo Common Stock Fund reflect unit accounting. To provide liquidity in this fund, a portion of these units, which varies daily but averages approx. 3%, represents cash. Information reflects share value on 12/27/02. 3. Shares held in the PepsiCo Convertible Preferred Stock Fund reflect unit accounting. In order to provide liquidity in this fund, a portion of these units, which varies daily but averages approximately 3%, represents cash. The information presented here reflects the share value as of 12/27/02. 4. Phantom units payable in annual installments, commencing April 1 of the year following the reporting person's termination of employment.

/s/ Robert S. Morrison	February 7, 2003
Robert S. Morrison ** Signature of Reporting Person	Date

| Reminder: | Report on a separate line for each class of
securities beneficially owned directly or indirectly. |
| --- | --- |
| ** | 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. |