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: Chadha Sanjeev (CEO, PepsiCo AMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-01	PepsiCo, Inc. Common Stock	F	3542	$79.625	Disposed	54749	Direct
2014-03-01	PepsiCo, Inc. Common Stock	F	738	$79.625	Disposed	54011	Direct
2014-03-01	PepsiCo, Inc. Common Stock	D	1029	$0.00	Disposed	52982	Direct
2014-03-01	PepsiCo, Inc. Common Stock	A	24075	$0.00	Acquired	77057	Direct

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

F3: 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.

F4: 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.