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PEPSICO INC Director's Dealing 2009

Oct 5, 2009

29792_dirs_2009-10-05_a65a1514-e38a-455e-80c4-144c041efb23.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: 2009-10-01

Reporting Person: DZAU VICTOR J (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-09-30 PepsiCo, Inc. Common Stock A 350.94 Acquired 14086.24 Direct
2009-10-01 PepsiCo, Inc. Common Stock A 2565.86 $0.00 Acquired 16652.1 Direct
2009-10-01 PepsiCo, Inc. Common Stock A 1710.57 $58.46 Acquired 18362.67 Direct

Footnotes

F1: This number represents the phantom stock units acquired at various dates between October 1, 2008 and September 30, 2009 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $51.48 to $58.66, payable in shares of PepsiCo Common Stock on a one-for-one basis.

F2: This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.

F3: This number represents the annual cash retainer, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock commencing in January of the year following the filing person's retirement or resignation from PepsiCo's Board of Directors.