PEPSICO INC — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-09-30	Phantom Stock Units	$	A	171.4159	Acquired		PepsiCo, Inc. Common Stock (171.4159)	Direct
2016-01-01	Phantom Stock Units	$	D	359.4001	Disposed		PepsiCo, Inc. Common Stock (359.4001)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	242.4692	Indirect

Footnotes

F1: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of January 1, 2016, and reflects a transfer exempt under Rule 16a-12 since the date of the reporting person's last ownership report.

F2: Represents units under the PepsiCo Executive Income Deferral Program (the "EID"), each of which is the economic equivalent of one share of PepsiCo Common Stock.

F3: Reflects dividends credited pursuant to the EID.

F4: Payable pursuant to the reporting person's election and the terms of the EID.

F5: Represents an automatic distribution (required to be settled in cash in accordance with the terms of the EID) pursuant to an irrevocable election made in 2002 with respect to 2002 bonus.

F6: Also reflects a decrease of 15.6953 in the total number of units held, resulting from daily fluctuations in the market value of PepsiCo Common Stock.