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PEPSICO INC Director's Dealing 2007

May 8, 2007

29792_dirs_2007-05-08_90f51a54-60dc-4d9c-885c-20f4703078f9.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2007-05-04

Reporting Person: Maniscalco Charles (President and CEO of QTG)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-05-04 PepsiCo, Inc. Common Stock M 34151 $44.50 Acquired 113003 Direct
2007-05-04 PepsiCo, Inc. Common Stock S 34151 Disposed 78852 Direct
2007-05-04 PepsiCo, Inc. Common Stock M 1336 $44.50 Acquired 80188 Direct
2007-05-04 PepsiCo, Inc. Common Stock S 1336 $67.31 Disposed 78852 Direct
2007-05-04 PepsiCo, Inc. Common Stock M 2048 $50.00 Acquired 80900 Direct
2007-05-04 PepsiCo, Inc. Common Stock S 2048 Disposed 78852 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-05-04 Employee Stock Option (right to buy) $44.50 M 34151 Disposed 2011-08-02 PepsiCo, Inc. Common Stock (34151) Direct
2007-05-04 Employee Stock Option (right to buy) $44.50 M 1336 Disposed 2011-01-31 PepsiCo, Inc. Common Stock (1336) Direct
2007-05-04 Employee Stock Option (right to buy) $50.00 M 2048 Disposed 2012-01-31 PepsiCo, Inc. Common Stock (2048) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 23684 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
PepsiCo, Inc. Convertible Preferred Stock $ PepsiCo, Inc. Common Stock (0) 4648 Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $67.23 to $67.36.

F2: The shares with respect to this transaction were sold at prices ranging from $67.29 to $67.32.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 05/04/2007.

F4: PepsiCo convertible preferred stock was issued solely in connection with an employee stock ownership plan (ESOP) established by The Quaker Oats Company and these preferred shares are redeemable for common stock by the former ESOP participants. Each share of preferred stock is convertible at any time at the option of the holder into 4.9625 shares of PepsiCo common stock and has no expiration date. All shares of preferred stock are held under the reporting person's account in the PepsiCo 401(k) Plan as of May 4, 2007.