PEPSICO INC — Director's Dealing 2018

Mar 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2018-03-01

Reporting Person: Spanos Mike (CEO, AMENA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	PepsiCo, Inc. Common Stock	A	17448	$0.00	Acquired	68844	Direct
2018-03-01	PepsiCo, Inc. Common Stock	A	1738	$0.00	Acquired	70582	Direct
2018-03-01	PepsiCo, Inc. Common Stock	D	1702	$0.00	Disposed	68880	Direct
2018-03-01	PepsiCo, Inc. Common Stock	F	11583	$108.5605	Disposed	57297	Direct
2018-03-01	PepsiCo, Inc. Common Stock	F	1703	$108.5605	Disposed	55594	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, 2021 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 2015, as a result of exceeding pre-established performance targets.

F3: This number represents the PSUs granted in September 2014 that were canceled at the end of the performance period because the applicable performance targets were not met.

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

F5: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of restricted stock units.