PEPSICO INC — Director's Dealing 2012

Aug 3, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-07-30

Reporting Person: Thompson Larry D. (EVP Gov Affairs GC & Secretary)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	48122	Direct
PepsiCo, Inc. Common Stock	160.1254	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$53.75	2015-01-31	PepsiCo, Inc. Common Stock (43150)		Direct
Employee Stock Option (right to buy)	$49.75	2014-01-31	PepsiCo, Inc. Common Stock (23116)		Direct
Employee Stock Option (right to buy)	$57.50	2016-01-31	PepsiCo, Inc. Common Stock (60670)		Direct
Employee Stock Option (right to buy)	$65.00	2017-01-31	PepsiCo, Inc. Common Stock (53669)		Direct
Employee Stock Option (right to buy)	$68.75	2018-01-31	PepsiCo, Inc. Common Stock (50742)		Direct
Employee Stock Option (right to buy)	$53.00	2019-01-31	PepsiCo, Inc. Common Stock (63774)		Direct
Employee Stock Option (right to buy)	$66.50	2020-04-11	PepsiCo, Inc. Common Stock (50827)		Direct

Footnotes

F1: This number includes: 1) 35,415 shares of PepsiCo Common Stock held in the reporting person's personal brokerage account and 2) 12,707 performance-based 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 the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 30, 2012.