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PEPSICO INC Director's Dealing 2010

Apr 14, 2010

29792_dirs_2010-04-14_45bdcdee-b8b5-40e6-842b-c3d8b76045ab.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2010-04-12

Reporting Person: Johnston Hugh F (EVP PepsiCo Global Operations)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-04-12 PepsiCo, Inc. Common Stock A 10964 $0.00 Acquired 57888 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 419.7097 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Employee Stock Option (right to buy) $66.50 2020-04-12 PepsiCo, Inc. Common Stock (43856) 43856 Direct

Footnotes

F1: This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. These PSUs will become vested on April 12, 2013 contingent upon the achievement of pre-established performance targets over a two-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved.

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