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PEPSICO INC Director's Dealing 2011

Mar 4, 2011

29792_dirs_2011-03-03_358353a8-16cb-4379-add6-404e2a68ce49.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: 2011-03-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-03-01 PepsiCo, Inc. Common Stock A 98039 $0.00 Acquired 493033 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 5417.8644 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 (392157) 392157 Direct

Footnotes

F1: This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of her 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: Reflects number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2011.