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PEPSICO INC Director's Dealing 2009

Aug 14, 2009

29792_dirs_2009-08-14_58f2ac49-fb03-4c35-9eb5-10cd2b8d9268.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: 2009-08-12

Reporting Person: Compton John C (CEO, PepsiCo Americas Foods)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-08-12 PepsiCo, Inc. Common Stock M 60041 $34.00 Acquired 244405 Direct
2009-08-12 PepsiCo, Inc. Common Stock M 87296 $32.25 Acquired 331701 Direct
2009-08-12 PepsiCo, Inc. Common Stock S 111740 $57.0155 Disposed 219961 Direct
2009-08-13 PepsiCo, Inc. Common Stock S 15597 $56.4838 Disposed 204364 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-08-12 Employee Stock Option (right to buy) $34.00 M 60041 Disposed 2010-01-31 PepsiCo, Inc. Common Stock (60041) Direct
2009-08-12 Employee Stock Option (right to buy) $32.25 M 87296 Disposed 2010-01-31 PepsiCo, Inc. Common Stock (87296) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 7431.7286 Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $56.90 and $57.28 to cover option costs, taxes and broker commissions. A portion of the net proceeds continue to be held in furtherance of PepsiCo's Sock Ownership Guidelines. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F2: The shares with respect to this transaction were sold at prices ranging from $56.47 and $56.4950, which represent a portion of the shares held after the reporting person's August 12, 2009 option exercise. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of August 12, 2009.