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: Gallagher Marie T. (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	PepsiCo, Inc. Common Stock	F	1682	$79.625	Disposed	32332	Direct
2014-03-01	PepsiCo, Inc. Common Stock	A	3260	$0.00	Acquired	35592	Direct
2014-03-01	PepsiCo, Inc. Common Stock	A	9781	$0.00	Acquired	45373	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	264.3722	Indirect

Footnotes

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

F2: This number represents the performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of her compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2017 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PSUs granted, depending on the performance level achieved.

F3: This number represents the restricted stock units ("RSUs") granted to the reporting person as a portion of her compensation from PepsiCo, Inc. These RSUs are subject to a three-year vesting period. RSUs are calculated on a one-for-one share basis. Vesting of all RSUs is contingent upon the reporting person's continued employment with the company.

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