PEPSICO INC — Director's Dealing 2014

Mar 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2014-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	PepsiCo, Inc. Common Stock	F	5535	$79.625	Disposed	172706	Direct
2014-03-01	PepsiCo, Inc. Common Stock	D	6588	$0.00	Disposed	166118	Direct
2014-03-01	PepsiCo, Inc. Common Stock	A	31870	$0.00	Acquired	197988	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-28	Phantom Stock Units	$	A	632.2924	Acquired		PepsiCo, Inc. Common Stock (632.2924)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	464.3236	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 because the applicable performance targets were not met.

F3: 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 March 1, 2017 subject to absolute stock price performance and relative total shareholder return consistent with a pre-established payout scale determined for the three-year performance period and approved by the Compensation Committee. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PEPunits granted, depending on the level of performance achieved.

F4: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 28, 2014.

F5: These phantom units are held under the PepsiCo Executive Income Deferral Program and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F6: This amount relates to dividends credited to the reporting person's phantom stock account on various dates between March 12, 2013 and February 28, 2014 pursuant to PepsiCo's Executive Income Deferral Program, at prices ranging from $76.15 to $86.80.

F7: This security is payable pursuant to the reporting person's election and the terms of PepsiCo's Executive Income Deferral Program.