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PEPSICO INC Director's Dealing 2009

Nov 17, 2009

29792_dirs_2009-11-17_83452018-61e2-4d21-bf88-17b7a9927676.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: 2009-11-13

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-11-13 PepsiCo, Inc. Common Stock A 32389 $0.00 Acquired 144617 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 86.7512 Indirect

Footnotes

F1: This number represents the restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. Contingent upon the reporting person's continued employment, these RSUs vest three years from the grant date and will be forfeited if the executive retires or terminates prior to the vesting date. Each RSU represents the right to receive one share of PepsiCo Common Stock.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 13, 2009.