PEPSICO INC — Director's Dealing 2014

Jul 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2014-07-01

Reporting Person: Johnston Hugh F (EVP PepsiCo & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-30	Phantom Stock Units	$	A	363.9941	Acquired		PepsiCo, Inc. Common Stock (363.9941)	Direct
2014-07-01	Phantom Stock Units	$	D	3049.816	Disposed		PepsiCo, Inc. Common Stock (3049.816)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	470.435	Indirect

Footnotes

F1: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 1, 2014.

F2: These phantom units are held under the PepsiCo Executive Income Deferral Program (the "EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F3: This amount relates to dividends credited to the reporting person's phantom stock account in the EID on various dates between March 2, 2014 and June 30, 2014 pursuant to the EID, at prices ranging from $83.50 to $89.34.

F4: This security is payable pursuant to the reporting person's election and the terms of the EID.

F5: This represents a cash settlement distribution on phantom stock units held under the EID acquired through voluntary deferrals of all or portions of the reporting person's 1996 and 2003 bonuses. The distribution elections were made by the reporting person in 2009 and 2003, respectively, in accordance with the terms of the EID. Each phantom stock unit was the economic equivalent of one share of PepsiCo Common Stock.

F6: Reflects a decrease of .3162 in the total number of phantom units held, resulting from daily fluctuations in the market value of PepsiCo Common Stock.