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: Chadha Sanjeev (CEO, PepsiCo AMEA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-11-21	PepsiCo, Inc. Common Stock	A	31480	$0.00	Acquired	108537	Direct

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, 2018 contingent upon the achievement of pre-established performance targets measuring PepsiCo total shareholder return relative to the S&P 500 over a three-year (2015-2017) performance period, Compensation Committee approval and continued service during the vesting period. 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, 2018 for any reason other than total disability or death, the PSUs will be automatically forfeited and cancelled.