PEPSICO INC — Director's Dealing 2010

Oct 15, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-10-14

Reporting Person: MARTINEZ ARTHUR C (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-14	PepsiCo, Inc. Common Stock	M	6667	$37.50	Acquired	45827.65	Direct
2010-10-14	PepsiCo, Inc. Common Stock	M	5102	$49.00	Acquired	50929.65	Direct
2010-10-14	PepsiCo, Inc. Common Stock	S	11769	$66.6899	Disposed	39160.65	Direct
2010-10-14	PepsiCo, Inc. Common Stock	S	5461	$66.6644	Disposed	33699.65	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-14	Employee Stock Option (right to buy)	$49.00	M	5102	Disposed	2011-09-30	PepsiCo, Inc. Common Stock (5102)	Direct
2010-10-14	Employee Stock Option (right to buy)	$37.50	M	6667	Disposed	2012-09-30	PepsiCo, Inc. Common Stock (6667)	Direct

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $66.68 and $66.7018 to cover option costs and broker commissions. 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 $66.66 and $66.6703 to cover option costs and broker commissions. 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.