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PEPSICO INC Director's Dealing 2005

Apr 8, 2005

29792_dirs_2005-04-08_20f97c39-9212-423b-96f7-68ef33f05121.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2005-03-30

Reporting Person: Compton John C (Pres & CEO of QTG)

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 33267 Direct
PepsiCo, Inc. Common Stock 4940 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $32.98 2006-06-30 PepsiCo, Inc. Common Stock (677) Direct
Employee Stock Option (right to buy) $36.53 2006-01-25 PepsiCo, Inc. Common Stock (6844) Direct
Employee Stock Option (right to buy) $36.50 2008-01-31 PepsiCo, Inc. Common Stock (40949) Direct
Employee Stock Option (right to buy) $38.50 2009-01-31 PepsiCo, Inc. Common Stock (43482) Direct
Employee Stock Option (right to buy) $39.50 2009-07-28 PepsiCo, Inc. Common Stock (150000) Direct
Employee Stock Option (right to buy) $39.50 2014-07-28 PepsiCo, Inc. Common Stock (150000) Direct
Employee Stock Option (right to buy) $32.25 2010-01-31 PepsiCo, Inc. Common Stock (124296) Direct
Employee Stock Option (right to buy) $34.00 2010-01-31 PepsiCo, Inc. Common Stock (60041) Direct
Employee Stock Option (right to buy) $43.50 2011-01-31 PepsiCo, Inc. Common Stock (82185) Direct
Employee Stock Option (right to buy) $50.00 2012-01-31 PepsiCo, Inc. Common Stock (76100) Direct
Employee Stock Option (right to buy) $41.50 2012-07-17 PepsiCo, Inc. Common Stock (150000) Direct
Employee Stock Option (right to buy) $41.50 2017-07-17 PepsiCo, Inc. Common Stock (150000) Direct
Employee Stock Option (right to buy) $39.75 2013-01-31 PepsiCo, Inc. Common Stock (108590) Direct
Employee Stock Option (right to buy) $47.25 2014-01-31 PepsiCo, Inc. Common Stock (42629) Direct
Employee Stock Option (right to buy) $53.75 2015-01-31 PepsiCo, Inc. Common Stock (47799) Direct
Phantom Stock Units $ PepsiCo, Inc. Common Stock (22345) Direct

Footnotes

F1: This number includes 22,267 restricted stock units granted to the reporting person as a portion of his compensation for serving as an officer of PepsiCo, Inc. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to these restricted stock units is contingent upon the achievement of pre-established performance targets.

F2: These phantom stock units are exercisable immediately.

F3: The phantom stock units are to be settled upon the earlier of 2012, termination or retirement, pursuant to the reporting person's election.

F4: These phantom stock units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.