PEPSICO INC — Director's Dealing 2017

Jul 26, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2017-07-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-24	PepsiCo, Inc. Common Stock	M	340449	$53.00	Acquired	733315	Direct
2017-07-24	PepsiCo, Inc. Common Stock	S	340449	$116.4232	Disposed	392866	Direct
2017-07-25	PepsiCo, Inc. Common Stock	M	112381	$53.00	Acquired	505247	Direct
2017-07-25	PepsiCo, Inc. Common Stock	S	112381	$116.4951	Disposed	265099	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-24	Employee Stock Option (right to buy)	$53.00	M	340449	Disposed	2019-01-31	PepsiCo, Inc. Common Stock (340449)	Direct
2017-07-25	Employee Stock Option (right to buy)	$53.00	M	112381	Disposed	2019-01-31	PepsiCo, Inc. Common Stock (112381)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	8408.7918	Indirect
PepsiCo, Inc. Common Stock	149632	Indirect
PepsiCo, Inc. Common Stock	120175	Indirect
PepsiCo, Inc. Common Stock	307960	Indirect

Footnotes

F1: These transactions did not impact the reporting person's stock ownership for purposes of the Company's Stock Ownership Guidelines. Following the transactions, the reporting person continues to hold shares valued at over 41 times her annual base salary, significantly exceeding her stock ownership requirement of eight times annual base salary. The options subject to these transactions were initially granted in 2009, became fully vested on February 1, 2012 and have an approaching expiration date within less than two years from the date of exercise.

F2: The shares with respect to this transaction were sold at prices ranging from $116.30 and $116.67, 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.

F3: The shares with respect to this transaction were sold at prices ranging from $116.16 and $116.71, 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.

F4: On April 28, 2017, the reporting person received a distribution of 100,368 shares from a grantor retained annuity trust ("GRAT I") and a distribution of 79,825 shares from a second grantor retained annuity trust ("GRAT II"), each in accordance with the terms of the GRATs. Such shares became directly owned by the reporting person. In addition, on June 19, 2017, the reporting person contributed 307,960 shares previously owned directly by her to a grantor retained annuity trust ("GRAT III"). The shares contributed to GRAT III are now being reported as indirectly held by the reporting person.

F5: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 24, 2017.