PEPSICO INC — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Narasimhan Laxman (CEO, Latin America)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	PepsiCo, Inc. Common Stock	A	23491	$0.00	Acquired	120548	Direct
2017-03-01	PepsiCo, Inc. Common Stock	A	2304	$0.00	Acquired	122852	Direct
2017-03-01	PepsiCo, Inc. Common Stock	F	2731	$109.745	Disposed	120121	Direct
2017-03-01	PepsiCo, Inc. Common Stock	F	3344	$109.745	Disposed	116777	Direct

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.