PEPSICO INC — Director's Dealing 2021

Mar 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2021-03-01

Reporting Person: Flavell David (EVP, Gen Counsel & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-01	PepsiCo, Inc. Common Stock	A	6286	$0.00	Acquired	35493	Direct
2021-03-01	PepsiCo, Inc. Common Stock	D	763	$0.00	Disposed	34730	Direct
2021-03-01	PepsiCo, Inc. Common Stock	F	285	$131.155	Disposed	34445	Direct
2021-03-01	PepsiCo, Inc. Common Stock	F	1634	$131.155	Disposed	32811	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, 2024 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 200% of the PSUs granted, depending on the performance level achieved.

F2: This number represents the PSUs granted in March 2018 that were canceled at the end of the performance period because the applicable performance targets were not met.

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.