PEPSICO INC — Director's Dealing 2012

Aug 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-07-27

Reporting Person: Johnston Hugh F (EVP PepsiCo & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-27	PepsiCo, Inc. Common Stock	M	56365	$39.75	Acquired	142550	Direct
2012-07-27	PepsiCo, Inc. Common Stock	S	47320	$72.2102	Disposed	95230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-27	Employee Stock Option (right to buy)	$39.75	M	56365	Disposed	2013-01-31	PepsiCo, Inc. Common Stock (56365)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	445.3508	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $72.15 and $72.27, a portion of which were sold to cover option costs, taxes and broker commissions. The net shares continue to be held in furtherance of PepsiCo's Stock Ownership Guidelines. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 27, 2012.