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: Laguarta Ramon (CEO, ESSA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	PepsiCo, Inc. Common Stock	A	22975	$0.00	Acquired	137994	Direct
2016-03-01	PepsiCo, Inc. Common Stock	A	4901	$0.00	Acquired	142895	Direct
2016-03-01	PepsiCo, Inc. Common Stock	F	6791	$98.595	Disposed	136104	Direct
2016-03-02	PepsiCo, Inc. Common Stock	S	11000	$98.159	Disposed	125104	Direct

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: The shares with respect to this transaction were sold at prices ranging from $98.1562 and $98.1900. 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.