PEPSICO INC — Director's Dealing 2010

Jul 26, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-07-22

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-22	PepsiCo, Inc. Common Stock	M	197293	$43.50	Acquired	641751	Direct
2010-07-22	PepsiCo, Inc. Common Stock	M	375000	$45.51	Acquired	1016751	Direct
2010-07-22	PepsiCo, Inc. Common Stock	S	572293	$64.4764	Disposed	444458	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-22	Employee Stock Option (right to buy)	$43.50	M	33683	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (33683)	Direct
2010-07-22	Employee Stock Option (right to buy)	$43.50	M	160920	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (160920)	Direct
2010-07-22	Employee Stock Option (right to buy)	$45.51	M	375000	Disposed	2011-07-25	PepsiCo, Inc. Common Stock (375000)	Direct
2010-07-22	Employee Stock Option (right to buy)	$43.50	M	2690	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (2690)	Direct
2010-07-22	Phantom Stock Units	$	I	62842.4174	Disposed		PepsiCo, Inc. Common Stock (62842.4174)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	4897.642	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $64.01 and $64.83. 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 July 22, 2010.

F3: These phantom stock units are held under the PepsiCo Executive Income Deferral Program and convert based on shares of PepsiCo Common Stock on a one-for-one basis. These phantom stock units are payable pursuant to the reporting person's election and the terms of the PepsiCo Executive Income Deferral Program.

F4: The PepsiCo Executive Income Deferral Program allows participants to change their investment allocations at any time, subject to the PepsiCo Insider Trading Policy. This transaction represents the reporting person's transfer of funds from the PepsiCo Common Stock Fund to other phantom investments offered under the program. No cash distribution was made to the reporting person in connection with this transaction.