PEPSICO INC — Director's Dealing 2003

Feb 4, 2003

4 1 form4-bru203.htm Form 4 - Abelardo E. Bru

| 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* Bru Abelardo E. | 2. Issuer Name and Ticker or Trading
Symbol PepsiCo, Inc. (PEP) | | | | | | 6. Relationship of Reporting Person(s) to
Issuer (Check all
applicable) o Director o 10%
Owner x Officer o Other (specify below) (give
title
below) President and Chief Executive Officer, Frito-Lay North America | | |
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| (Last)

(First)
(Middle) 7701 Legacy Drive | 3. I.R.S. Identification Number of
Reporting Person, if an entity (voluntary) | | | 4. Statement for
Month/Day/Year 02/01/2003 | | | | | |
| (Street) Plano TX 75266 | | | | 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 | | | | | | | 4,437.09 (1) | I | By 401(k) |

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)		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
Employee Stock Option (right to buy)	$39.75	2/1/2003	A		43,149.00		02/01/03	01/31/13	PepsiCo, Inc. Common Stock	43,149.00	43,149.00	D
Employee Stock Option (right to buy)	$39.75	2/1/2003	A		188,217.00		02/01/06	01/31/13	PepsiCo, Inc. Common Stock	188,217.00	188,217.00	D

Explanation of Responses: 1. 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. Inforamtion reflects share value on 12/27/02.

/s/ Abelardo E. Bru	February 4, 2003
Abelardo E. Bru ** 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. |