PEPSICO INC — Director's Dealing 2012

Mar 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-03-12

Reporting Person: TRUDELL CYNTHIA (EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	PepsiCo, Inc. Common Stock	M	53962	$53.00	Acquired	138456	Direct
2012-03-12	PepsiCo, Inc. Common Stock	S	53962	$63.9193	Disposed	84494	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Employee Stock Option (right to buy)	$53.00	M	53962	Disposed	2019-01-31	PepsiCo, Inc. Common Stock (53962)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	91	Indirect
PepsiCo, Inc. Common Stock	77.0809	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $63.68 to $64.04, a portion of which were sold to cover option costs, taxes and broker commissions. 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 number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 12, 2012.