PEPSICO INC — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2017-02-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	PepsiCo, Inc. Common Stock	M	43856	$66.50	Acquired	282166	Direct
2017-02-17	PepsiCo, Inc. Common Stock	M	70275	$63.75	Acquired	352441	Direct
2017-02-17	PepsiCo, Inc. Common Stock	S	195437	$107.6273	Disposed	157004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Employee Stock Option (right to buy)	$66.50	M	43856	Disposed	2020-04-11	PepsiCo, Inc. Common Stock (43856)	Direct
2017-02-17	Employee Stock Option (right to buy)	$63.75	M	70275	Disposed	2021-02-28	PepsiCo, Inc. Common Stock (70275)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	252.7249	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $107.24 and $108.20, 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 17, 2017.