PEPSICO INC — Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2013-04-12

Reporting Person: Thompson Larry D. (EVP Gov Affairs GC & Secretary)

Non-Derivative Transactions

Holdings (Non-Derivative)

Footnotes

F1: This number represents the vesting of performance-based restricted stock units earned as a result of exceeding pre-established performance targets.

F2: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of performance-based restricted stock units.

F3: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of April 12, 2013.