PEPSICO INC — Director's Dealing 2019

May 3, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2019-05-01

Reporting Person: Santilli Paula (CEO, Latin America)

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	35065	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$98.75	2026-02-28	PepsiCo, Inc. Common Stock (7777)		Direct
Employee Stock Option (right to buy)	$109.00	2026-09-30	PepsiCo, Inc. Common Stock (5138)		Direct
Employee Stock Option (right to buy)	$109.75	2027-02-28	PepsiCo, Inc. Common Stock (3936)		Direct
Employee Stock Option (right to buy)	$108.75	2028-02-29	PepsiCo, Inc. Common Stock (5297)		Direct

Footnotes

F1: This number includes: 1) 14,405 restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. (these RSUs are calculated on a one unit for one share basis; these RSUs vest at various dates through March 1, 2022; vesting of all RSUs is contingent upon the reporting person's continued employment with the company); 2) 5,571 performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. (these PSUs vest at various dates through 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 175% of the PSUs granted, depending on the performance level achieved); and 3) 15,089 shares of PepsiCo Common Stock held in a personal brokerage account.