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: Thompson Larry D. (EVP Gov Affairs GC & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-25	PepsiCo, Inc. Common Stock	M	43150	$53.75	Acquired	135222	Direct
2014-07-25	PepsiCo, Inc. Common Stock	S	43150	$91.5781	Disposed	92072	Direct
2014-07-25	PepsiCo, Inc. Common Stock	G	4357	$0.00	Disposed	87715	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	43150	Disposed	2015-01-31	PepsiCo, Inc. Common Stock (43150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	169.1205	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $91.47 and $91.7636, a portion of which were sold to cover option costs, taxes and broker commissions. 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: The reporting person transferred these securities as a gift to a charitable organization.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 25, 2014.