PEPSICO INC — Director's Dealing 2014

Jul 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2014-07-25

Reporting Person: NOOYI INDRA K (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-25	PepsiCo, Inc. Common Stock	M	77777	$53.75	Acquired	738514	Direct
2014-07-25	PepsiCo, Inc. Common Stock	S	62300	$91.7986	Disposed	676214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-25	Employee Stock Option (right to buy)	$53.75	M	76912	Disposed	2015-01-31	PepsiCo, Inc. Common Stock (76912)	Direct
2014-07-25	Employee Stock Option (right to buy)	$53.75	M	865	Disposed	2015-01-31	PepsiCo, Inc. Common Stock (865)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7051.0422	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $91.49 and $92.09, a portion of which were sold to cover option costs, taxes and broker commissions. The net shares continue to be held in furtherance of PepsiCo's Stock Ownership Guidelines. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 25, 2014.