PEPSICO INC — Director's Dealing 2011

Mar 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2011-03-01

Reporting Person: TRUDELL CYNTHIA (SVP & Chief Personnel Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-01	PepsiCo, Inc. Common Stock	A	14275	$0.00	Acquired	54095	Direct
2011-03-01	PepsiCo, Inc. Common Stock	A	47059	$0.00	Acquired	101154	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	91	Indirect
PepsiCo, Inc. Common Stock	74.7533	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$63.75	2021-02-28	PepsiCo, Inc. Common Stock (57098)	57098	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 March 1, 2014 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: 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 March 1, 2014 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 100% of the PSUs granted, depending on the performance level achieved.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2011.