PEPSICO INC — Director's Dealing 2012

Apr 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-04-02

Reporting Person: Greco Thomas (EVP & President, FLNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-02	PepsiCo, Inc. Common Stock	A	14003	$0.00	Acquired	81991	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	489.7155	Indirect

Footnotes

F1: This number represents the PepsiCo equity performance units ("PEPunits") granted to the reporting person as a portion of his compensation from PepsiCo, Inc. These PEPunits will become vested on April 2, 2015 contingent upon the achievement of pre-established performance targets over a three-year period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 187.5% of the PEPunits granted, depending on the performance level achieved.