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: Johnston Hugh F (Vice Chair, EVP & CFO, PEP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-01	PepsiCo, Inc. Common Stock	A	35089	$0.00	Acquired	247160	Direct
2016-03-01	PepsiCo, Inc. Common Stock	A	13723	$0.00	Acquired	260883	Direct
2016-03-01	PepsiCo, Inc. Common Stock	F	22573	$98.595	Disposed	238310	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-07	Phantom Stock Units	$	A	163.0404	Acquired		PepsiCo, Inc. Common Stock (163.0404)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	245.9321	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 ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.

F6: Reflects dividends credited pursuant to the EID.

F7: This security is payable pursuant to the reporting person's election and the terms of the EID.