PEPSICO INC — Director's Dealing 2016

Feb 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2016-02-18

Reporting Person: Johnston Hugh F (Vice Chair, EVP PepsiCo & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-18	PepsiCo, Inc. Common Stock	M	22512	$65.00	Acquired	234583	Direct
2016-02-18	PepsiCo, Inc. Common Stock	M	49052	$68.75	Acquired	283635	Direct
2016-02-18	PepsiCo, Inc. Common Stock	M	46561	$53.00	Acquired	330196	Direct
2016-02-18	PepsiCo, Inc. Common Stock	S	118125	$99.548	Disposed	212071	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-18	Employee Stock Option (right to buy)	$65.00	M	22512	Disposed	2017-01-31	PepsiCo, Inc. Common Stock (22512)	Direct
2016-02-18	Employee Stock Option (right to buy)	$68.75	M	49052	Disposed	2018-01-31	PepsiCo, Inc. Common Stock (49052)	Direct
2016-02-18	Employee Stock Option (right to buy)	$53.00	M	46561	Disposed	2019-01-31	PepsiCo, Inc. Common Stock (46561)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	245.9447	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $99.48 and $99.61, 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.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 18, 2016.