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PEPSICO INC Director's Dealing 2006

Jul 5, 2006

29792_dirs_2006-07-05_cb9d7af8-8762-4efb-8c02-c8473810b6fc.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: 2006-06-26

Reporting Person: Carey Albert P (President and CEO Frito-Lay)

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 73022 Direct
PepsiCo, Inc. Common Stock 80 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $43.50 2011-01-31 PepsiCo, Inc. Common Stock (29648) Direct
Employee Stock Option (right to buy) $36.50 2008-01-31 PepsiCo, Inc. Common Stock (64183) Direct
Employee Stock Option (right to buy) $38.50 2009-01-31 PepsiCo, Inc. Common Stock (65070) Direct
Employee Stock Option (right to buy) $32.25 2010-01-31 PepsiCo, Inc. Common Stock (169724) Direct
Employee Stock Option (right to buy) $34.00 2010-01-31 PepsiCo, Inc. Common Stock (88489) Direct
Employee Stock Option (right to buy) $43.50 2011-01-31 PepsiCo, Inc. Common Stock (111398) Direct
Employee Stock Option (right to buy) $50.00 2012-01-31 PepsiCo, Inc. Common Stock (91110) Direct
Employee Stock Option (right to buy) $41.50 2012-07-17 PepsiCo, Inc. Common Stock (100000) Direct
Employee Stock Option (right to buy) $39.75 2013-01-31 PepsiCo, Inc. Common Stock (128763) Direct
Employee Stock Option (right to buy) $39.75 2013-01-31 PepsiCo, Inc. Common Stock (39499) Direct
Employee Stock Option (right to buy) $41.50 2012-07-17 PepsiCo, Inc. Common Stock (100000) Direct
Employee Stock Option (right to buy) $47.25 2014-01-31 PepsiCo, Inc. Common Stock (54466) Direct
Employee Stock Option (right to buy) $53.75 2015-01-31 PepsiCo, Inc. Common Stock (46065) Direct
Employee Stock Option (right to buy) $57.50 2016-01-31 PepsiCo, Inc. Common Stock (44757) Direct

Footnotes

F1: This number includes 69,960 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 35,772 restricted stock units is contingent upon the achievement of pre-established performance targets and board approval. Of the remaining 34,188 restricted stock units 50% vest on November 18, 2008 and 50% vest on November 18, 2010. These restricted stock units are not subject to the achievement of performace criteria.