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: ROCKEFELLER SHARON PERCY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	PepsiCo, Inc. Common Stock	M	6667	$37.50	Acquired	64468.6912	Direct
2012-03-12	PepsiCo, Inc. Common Stock	S	3921	$63.8523	Disposed	60547.6912	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Employee Stock Option (right to buy)	$37.50	M	6667	Disposed	2012-09-30	PepsiCo, Inc. Common Stock (6667)	Direct

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $63.85 and $63.8550, a portion of which were sold to cover option costs and broker commissions. The net shares continue to be held in furtherance of PepsiCo's Stock Ownership Guidelines. Upon request, the reportng 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.