PEPSICO INC — Director's Dealing 2009

Aug 13, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2009-08-11

Reporting Person: WHITE MICHAEL D (Director, Chairman and CEO, PepsiCo Intl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-08-11	PepsiCo, Inc. Common Stock	M	11769	$32.25	Acquired	310564	Direct
2009-08-11	PepsiCo, Inc. Common Stock	M	96508	$34.00	Acquired	407072	Direct
2009-08-11	PepsiCo, Inc. Common Stock	S	108277	$57.0901	Disposed	298795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2009-08-11	Employee Stock Option (right to buy)	$34.00	M	96508	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (96508)	Direct
2009-08-11	Employee Stock Option (right to buy)	$32.25	M	11769	Disposed	2010-01-31	PepsiCo, Inc. Common Stock (11769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4855.6321	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $56.98 and $57.22. 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: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of August 11, 2009.