PEPSICO INC — Director's Dealing 2015

May 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2015-05-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-21	PepsiCo, Inc. Common Stock	M	72705	$57.50	Acquired	794403	Direct
2015-05-21	PepsiCo, Inc. Common Stock	S	58054	$97.1754	Disposed	736349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-21	Employee Stock Option (right to buy)	$57.50	M	72705	Disposed	2016-01-31	PepsiCo, Inc. Common Stock (72705)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7444.506	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $97.08 and $97.28, 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: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of May 21, 2015.