PEPSICO INC — Director's Dealing 2012

Oct 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-10-01

Reporting Person: SCHIRO JAMES J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-09-28	PepsiCo, Inc. Common Stock	A	853.5589	—	Acquired	38941.4708	Direct
2012-10-01	PepsiCo, Inc. Common Stock	A	1415.4352	$70.65	Acquired	40356.906	Direct
2012-10-01	PepsiCo, Inc. Common Stock	A	2123.1423	$0.00	Acquired	42480.0483	Direct

Footnotes

F1: This number includes the phantom stock units acquired on various dates between October 1, 2011 and September 28, 2012 through reinvestment of dividend equivalents pursuant to the PepsiCo Director Deferral Program, at prices ranging from $66.35 to $70.77, payable in shares of PepsiCo Common Stock on a one-for-one basis.

F2: This number represents the regular cash payment, or portion thereof, that the filing person elected to defer under the PepsiCo Director Deferral Program that is payable in shares of PepsiCo Common Stock at the end of the deferral period selected by the filing person.

F3: This number represents the filing person's phantom stock units received for service as a director that are payable in shares of PepsiCo Common Stock on a one-for-one basis commencing on the first day of the calendar quarter following the first anniversary of the filing person's retirement or resignation from PepsiCo's Board of Directors.