PEPSICO INC — Director's Dealing 2012

May 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-04-30

Reporting Person: Carey Albert P (Chief Executive Officer, PAB)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-30	PepsiCo, Inc. Common Stock	M	200000	$41.50	Acquired	353464	Direct
2012-04-30	PepsiCo, Inc. Common Stock	S	200000	$66.0112	Disposed	153464	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-30	Employee Stock Option (right to buy)	$41.50	M	100000	Disposed	2012-07-17	PepsiCo, Inc. Common Stock (100000)	Direct
2012-04-30	Employee Stock Option (right to buy)	$41.50	M	100000	Disposed	2012-07-17	PepsiCo, Inc. Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	93.274	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $66.00 to $66.10, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, PepsiCo, Inc. will provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, 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 April 30, 2012.