PEPSICO INC — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2016-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	PepsiCo, Inc. Common Stock	A	90228	$0.00	Acquired	826577	Direct
2016-03-01	PepsiCo, Inc. Common Stock	A	49010	$0.00	Acquired	875587	Direct
2016-03-01	PepsiCo, Inc. Common Stock	F	79989	$98.595	Disposed	795598	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-01	Phantom Stock Units	$	A	1418.5232	Acquired		PepsiCo, Inc. Common Stock (1418.5232)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	7853.0683	Indirect

Footnotes

F1: This number represents the performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. These PSUs will become vested on 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.

F2: This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional PepsiCo Equity Performance Units ("PEPunits") granted in March 2013, as a result of exceeding pre-established performance targets.

F3: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PepsiCo Equity Performance Units ("PEPunits").

F4: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2016.

F5: These phantom units are held under the PepsiCo Executive Income Deferral Program and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F6: This amount relates to dividends credited to the reporting person's phantom stock account on various dates between March 2, 2015 and March 1, 2016 pursuant to PepsiCo's Executive Income Deferral Program, at prices ranging from $93.34 to $97.57.

F7: This security is payable pursuant to the reporting person's election and the terms of PepsiCo's Executive Income Deferral Program.