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PEPSICO INC Director's Dealing 2017

Mar 3, 2017

29792_dirs_2017-03-03_69a79e07-a12d-4197-9575-f93547e334e8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2017-03-01

Reporting Person: Tanner Kirk (President & COO, NAB)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-03-01 PepsiCo, Inc. Common Stock A 18793 $0.00 Acquired 90022 Direct
2017-03-01 PepsiCo, Inc. Common Stock A 2140 $0.00 Acquired 92162 Direct
2017-03-01 PepsiCo, Inc. Common Stock F 2433 $109.745 Disposed 89729 Direct
2017-03-01 PepsiCo, Inc. Common Stock F 3062 $109.745 Disposed 86667 Direct
2017-03-02 PepsiCo, Inc. Common Stock S 5500 $110.1337 Disposed 81167 Direct

Holdings (Non-Derivative)

Security Shares Ownership
PepsiCo, Inc. Common Stock 490.243 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, 2020 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 PSUs granted in March 2014, 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 PSUs.

F4: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.

F5: The shares with respect to this transaction were sold at prices ranging from $110.1310 and $110.1410. 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.

F6: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2017.