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: Goodman Richard (EVP PepsiCo Global Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-22	PepsiCo, Inc. Common Stock	M	16379	$43.50	Acquired	84004	Direct
2010-07-22	PepsiCo, Inc. Common Stock	M	10955	$44.50	Acquired	94959	Direct
2010-07-22	PepsiCo, Inc. Common Stock	S	27334	$64.511	Disposed	67625	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	16379	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (16379)	Direct
2010-07-22	Employee Stock Option (right to buy)	$44.50	M	10955	Disposed	2011-01-31	PepsiCo, Inc. Common Stock (10955)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	339.3082	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $64.39 and $64.64. 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.