PEPSICO INC — Director's Dealing 2015

Jan 13, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2015-01-05

Reporting Person: Laguarta Ramon (CEO, PepsiCo Europe)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	117892	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$63.75	2021-02-28	PepsiCo, Inc. Common Stock (16941)		Direct
Employee Stock Option (right to buy)	$66.50	2020-04-11	PepsiCo, Inc. Common Stock (19066)		Direct
Employee Stock Option (right to buy)	$53.00	2019-01-31	PepsiCo, Inc. Common Stock (743)		Direct
Employee Stock Option (right to buy)	$53.00	2018-01-31	PepsiCo, Inc. Common Stock (2830)		Direct
Employee Stock Option (right to buy)	$68.75	2018-01-31	PepsiCo, Inc. Common Stock (10755)		Direct
Employee Stock Option (right to buy)	$65.00	2017-01-31	PepsiCo, Inc. Common Stock (17221)		Direct
Employee Stock Option (right to buy)	$57.50	2016-01-31	PepsiCo, Inc. Common Stock (11701)		Direct

Footnotes

F1: This number includes: 1) 80,077 restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these RSUs are calculated on a one unit for one share basis and vest at various dates through Sept. 20, 2017); 2) 2,556 performance-based stock units ("PSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PSUs will vest on Apr. 2, 2015 contingent upon the achievement of pre-established performance targets over the applicable performance period and Compensation Committee approval; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 150% of the PSUs granted, depending on the performance level achieved); TO BE CONTINUED ON FOOTNOTE #2

F2: 3) 22,385 PepsiCo Equity Performance Units ("PEPunits") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PEPunits will become vested at various dates through Mar. 1, 2017 subject to absolute stock price performance and relative total shareholder return consistent with a pre-established payout scale determined for the three-year performance period and approved by the Compensation Committee; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PEPunits granted, depending on the level of performance achieved); and 4) 12,874 shares of PepsiCo Common Stock held in personal brokerage accounts.