PEPSICO INC — Director's Dealing 2010

Oct 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-10-11

Reporting Person: d'Amore Massimo (CEO PepsiCo Americas Beverages)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-10-11	PepsiCo, Inc. Common Stock	M	30000	$45.25	Acquired	128228	Direct
2010-10-11	PepsiCo, Inc. Common Stock	S	25026	$65.5034	Disposed	103202	Direct
2010-10-12	PepsiCo, Inc. Common Stock	M	50000	$45.25	Acquired	153202	Direct
2010-10-12	PepsiCo, Inc. Common Stock	S	41650	$65.7287	Disposed	111552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-10-11	Employee Stock Option (right to buy)	$45.25	M	30000	Disposed	2015-09-21	PepsiCo, Inc. Common Stock (30000)	Direct
2010-10-12	Employee Stock Option (right to buy)	$45.25	M	50000	Disposed	2015-09-21	PepsiCo, Inc. Common Stock (50000)	Direct

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $65.50 and $65.5101 to cover option costs, taxes and broker commissions. The net shares 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 $65.50 and $65.9150 to cover option costs, taxes and broker commissions. The net shares 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.