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PEPSICO INC Director's Dealing 2011

May 10, 2011

29792_dirs_2011-05-10_be32025c-fb82-4fde-9460-e16c86440d03.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: 2011-05-06

Reporting Person: Compton John C (CEO, PepsiCo Americas Foods)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-05-06 PepsiCo, Inc. Common Stock M 76100 $50.00 Acquired 291254 Direct
2011-05-06 PepsiCo, Inc. Common Stock M 75000 $41.50 Acquired 366254 Direct
2011-05-06 PepsiCo, Inc. Common Stock S 151100 $69.4516 Disposed 215154 Direct
2011-05-09 PepsiCo, Inc. Common Stock M 75000 $41.50 Acquired 290154 Direct
2011-05-09 PepsiCo, Inc. Common Stock S 75000 $69.925 Disposed 215154 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-05-06 Employee Stock Option (right to buy) $41.50 M 75000 Disposed 2012-07-17 PepsiCo, Inc. Common Stock (75000) Direct
2011-05-09 Employee Stock Option (right to buy) $41.50 M 75000 Disposed 2012-07-17 PepsiCo, Inc. Common Stock (75000) Direct
2011-05-06 Employee Stock Option (right to buy) $50.00 M 76100 Disposed 2012-01-31 PepsiCo, Inc. Common Stock (76100) Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 8579.3769 Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $69.31 and $69.71. 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 $69.90 and $69.96. 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.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo Savings Plan as of May 6, 2011.