PEPSICO INC — Director's Dealing 2014

Nov 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2014-11-21

Reporting Person: Greco Thomas (CEO, FLNA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	PepsiCo, Inc. Common Stock	A	20253	$0.00	Acquired	120682	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	523.8573	Indirect

Footnotes

F1: This number represents performance-based restricted stock units ("PSUs") granted to the reporting person by PepsiCo, Inc. The PSUs will become vested on March 1, 2017 subject to continued service through such date and will pay out March 1, 2018 contingent upon the achievement of pre-established performance targets measuring total North America revenue and operating profit performance objectives as well as talent development objectives, over a three-year (2015-2017) performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved. In the event that the reporting person leaves PepsiCo prior to March 1, 2017 for any reason other than total disability or death, the PSUs will be automatically forfeited and cancelled.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of November 21, 2014.