PEPSICO INC — Director's Dealing 2016

Apr 18, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2016-04-08

Reporting Person: Sankaran Vivek (Pres. & COO, FLNA)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	49566	Direct
PepsiCo, Inc. Common Stock	1766.5964	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$66.50	2022-03-31	PepsiCo, Inc. Common Stock (6316)		Direct
Employee Stock Option (right to buy)	$75.75	2023-02-28	PepsiCo, Inc. Common Stock (5267)		Direct
Employee Stock Option (right to buy)	$79.75	2024-02-29	PepsiCo, Inc. Common Stock (12113)		Direct
Employee Stock Option (right to buy)	$98.75	2026-02-28	PepsiCo, Inc. Common Stock (4739)		Direct

Footnotes

F1: This number includes: 1) 35,042 restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc.; RSUs are calculated on a one unit for one share basis; these RSUs vest at various dates through March 1, 2019; vesting of all RSUs is contingent upon the reporting person's continued employment with the company; 2) 10,765 performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc.; these PSUs vest at various dates through March 1, 2019 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PSUs granted, depending on the performance level achieved; and 3) 3,759 shares of PepsiCo Common Stock held in an outside brokerage account.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of April 8, 2016.