PEPSICO INC — Director's Dealing 2010

Nov 19, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-11-12

Reporting Person: Khan Mehmood (CEO Global Nutrition & CSO)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	65988.06	Direct
PepsiCo, Inc. Common Stock	70.1211	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$68.75	2018-01-31	PepsiCo, Inc. Common Stock (30137)		Direct
Employee Stock Option (right to buy)	$53.00	2019-01-31	PepsiCo, Inc. Common Stock (63396)		Direct
Employee Stock Option (right to buy)	$66.50	2020-04-11	PepsiCo, Inc. Common Stock (50526)		Direct

Footnotes

F1: This number includes: 1) 29,091 restricted stock units (RSUs) granted as a portion of his compensation. RSUs are calculated on a 1 unit:1 share basis. These RSUs vest on 2/1/2011. Vesting of all RSUs is contingent upon the reporting person's continued employment with the company; 2) 35,962 performance-based stock units (PSUs) granted as a portion of his compensation. These PSUs vest on various dates between 2/1/2011 and 4/12/2013 contingent upon the achievement of pre-established performance targets over a 2 or 3-yr performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0%-100% of the PSUs granted for PSUs vesting on 2/1/2011 or 2/1/2012, and 0%-125% for PSUs vesting 4/12/2013, depending on the performance level achieved; and 3) 935.06 shares held in the PepsiCo Stock Purchase Program.

F2: Reflects number of shares held under the reporting person's account in the PepsiCo 401(k) Plan as of November 12, 2010.