PEPSICO INC — Director's Dealing 2003

Feb 4, 2003

4 1 form4-nooyi203.htm Form 4 - Indra K. Nooyi

| 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
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| (Print or Type Responses) | | |

| 1. Name and Address of
Reporting Person* Nooyi Indra K. | 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) President and Chief Financial Officer | | |
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| (Last)

(First)
(Middle) 700 Anderson Hill Road | 3. I.R.S. Identification Number of
Reporting Person, if an entity (voluntary) | | | 4. Statement for
Month/Day/Year 2/1/2003 | | | | | |
| (Street) Purchase NY 10577 | | | | 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 | | | | | | | 1,278.26 (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)		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
Employee Stock Option (right to buy)	$50.00	2/1/2002	A	V	143,238.00		02/01/05	01/31/12	PepsiCo, Inc. Common Stock	143,238.00		143,238.00	D
Employee Stock Option (right to buy)	$39.75	2/1/2003	A		46,829.00		02/01/03	01/31/13	PepsiCo, Inc. Common Stock	46,829.00		46,829.00	D
Employee Stock Option (right to buy)	$39.75	2/1/2003	A		188,550.00		02/01/06	01/31/13	PepsiCo, Inc. Common Stock	188,550.00		188,550.00	D
Phantom Stock Units	1-for-1	7/1/2002	I	V		1,355.89	Immediately	(2)	PepsiCo, Inc. Common Stock	1,355.89	$49.02		D
Phantom Stock Units	1-for-1	1/2/2003 (3)	A	V	12,869.82 (3)		Immediately	(4)	PepsiCo, Inc. Common Stock	12,869.82	(3)	67,130.93	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. Information reflects share value on 12/27/02. 2. The phantom units were settled for cash on 7/1/02 pursuant to the election of the reporting person. 3. This amount relates to dividends credited to the reporting person's phantom stock account 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. 4. The phantom units are to be settled on various dates based upon the retirement, termination or disability of the reporting person.

/s/ Indra K. Nooyi	February 3, 2003
Indra K. Nooyi ** 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. |