PEPSICO INC — Director's Dealing 2012

Feb 15, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2012-02-13

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-13	PepsiCo, Inc. Common Stock	F	44987	$63.785	Disposed	448046	Direct
2012-02-13	PepsiCo, Inc. Common Stock	D	10076	$0.00	Disposed	437970	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	6002.084	Indirect

Footnotes

F1: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of performance-based restricted stock units.

F2: This number represents the performance-based restricted stock units that were canceled at the end of the performance period due to failure to meet pre-established performance targets.

F3: Reflects number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 13, 2012.