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PEPSICO INC Director's Dealing 2007

May 4, 2007

29792_dirs_2007-05-04_8cd37bd8-a8a2-4ab2-9676-916b935a85e8.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: 2007-05-02

Reporting Person: MARTINEZ ARTHUR C (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-05-02 Phantom Stock Units $ A 124.34 Acquired PepsiCo, Inc. Common Stock (124.34) Direct
2007-05-02 Phantom Stock Units $ A 169 Acquired PepsiCo, Inc. Common Stock (169) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 4963 Direct

Footnotes

F1: These phantom units are held under the issuer's deferred compensation plan and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F2: This number reflects phantom stock units acquired as a result of deferral of compensation paid to the reporting person for service as a Director of PepsiCo, Inc.

F3: This security is payable upon the end of the reporting person's tenure on the Board of Directors.

F4: Acquired on various dates between September 30, 2006 and May 2, 2007 pursuant to PepsiCo's deferred compensation plan, at prices ranging from $62.72 to $63.56.