PEPSICO INC — Director's Dealing 2016

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2016-05-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	PepsiCo, Inc. Common Stock	M	304220	$65.00	Acquired	649818	Direct
2016-05-02	PepsiCo, Inc. Common Stock	S	304220	$103.313	Disposed	345598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Employee Stock Option (right to buy)	$65.00	M	304220	Disposed	2017-01-31	PepsiCo, Inc. Common Stock (304220)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7903.028	Indirect
PepsiCo, Inc. Common Stock	250000	Indirect
PepsiCo, Inc. Common Stock	200000	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $102.74 and $103.84, 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. The options were initially granted in 2007, became fully vested on February 1, 2010 and have an expiration date within less than a year from the date of exercise.

F2: On April 20, 2016, the reporting person contributed 250,000 shares previously owned directly by her to a grantor retained annuity trust ("GRAT I"). On April 26, 2016, the reporting person contributed an additional 200,000 shares previously owned directly by her to a second grantor retained annuity trust ("GRAT II"). These shares are now being reported as indirectly held by the reporting person.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of May 2, 2016.