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PEPSICO INC Director's Dealing 2007

Feb 5, 2007

29792_dirs_2007-02-05_b1c1b5f8-f4f7-4d79-95e8-2f182a56cabf.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: 2007-02-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-02-01 PepsiCo, Inc. Common Stock F 4103 $65.04 Disposed 70610 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 23470.8 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
PepsiCo, Inc. Convertible Preferred Stock $ PepsiCo, Inc. Common Stock () 4628.73 Indirect

Footnotes

F1: Payment of tax liability due upon vesting of restricted stock units, by witholding securities.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of 02/01/2007.

F3: 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 February 1, 2007.