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PEPSICO INC Director's Dealing 2012

Apr 4, 2012

29792_dirs_2012-04-04_f0009d62-6a4e-408b-a4c7-1d999d82e4c6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Abdul-Latif Saad (CEO PepsiCo AMEA)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-04-02 PepsiCo, Inc. Common Stock A 20538 $0.00 Acquired 129832 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 8863.7331 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.