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: Johnston Hugh F (EVP PepsiCo & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-04-02	PepsiCo, Inc. Common Stock	A	28473	$0.00	Acquired	93624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-02	Phantom Stock Units	$	A	357.8386	Acquired		PepsiCo, Inc. Common Stock (357.8386)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	445.5889	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.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of April 2, 2012.

F3: These phantom units are held under the PepsiCo Executive Income Deferral Program and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F4: This amount relates to dividends credited to the reporting person's phantom stock account in the PepsiCo Executive Income Deferral Program on various dates between May 11, 2011 and April 2, 2012 pursuant to PepsiCo's Executive Income Deferral Program, at prices ranging from $61.90 to $70.43.

F5: This security is payable pursuant to the reporting person's election and the terms of the PepsiCo Executive Income Deferral Program.