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: Laguarta Ramon (President, PepsiCo)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-01	PepsiCo, Inc. Common Stock	A	28448	$0.00	Acquired	126728	Direct
2018-03-01	PepsiCo, Inc. Common Stock	A	36782	$0.00	Acquired	163510	Direct
2018-03-01	PepsiCo, Inc. Common Stock	A	1935	$0.00	Acquired	165445	Direct
2018-03-01	PepsiCo, Inc. Common Stock	F	8414	$108.5605	Disposed	157031	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 PSUs granted to the reporting person by PepsiCo, Inc. These PSUs will become vested on March 1, 2022 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 125% of the PSUs granted, depending on the performance level achieved.

F3: This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional PepsiCo Equity Performance Units ("PEPunits") granted in March 2015, as a result of exceeding pre-established performance targets.

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