PEPSICO INC — Director's Dealing 2015

Apr 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2015-04-02

Reporting Person: Gallagher Marie T. (SVP and Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-02	PepsiCo, Inc. Common Stock	A	1062	$0.00	Acquired	48401	Direct
2015-04-02	PepsiCo, Inc. Common Stock	F	2041	$95.3525	Disposed	46360	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	273.2955	Indirect

Footnotes

F1: This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional performance-based restricted stock units ("PSUs") granted in April 2012, as a result of exceeding pre-established performance targets. When these PSUs were granted to the reporting person, the payout range in the footnote on the corresponding Form 4 (filed with the Securities and Exchange Commission on April 4, 2012) was erroneously reported as 0% to 125%, and instead should have been reported at 0% to 150%.

F2: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of performance-based restricted stock units.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of April 2, 2015.