PEPSICO INC — Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2013-03-11

Reporting Person: Johnston Hugh F (EVP PepsiCo & CFO)

Derivative Transactions

Holdings (Non-Derivative)

Footnotes

F1: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 11, 2013.

F2: This represents the voluntary deferral of the reporting person's 2012 bonus into the PepsiCo Common Stock fund under PepsiCo's Executive Income Deferral Plan.

F3: Reflects a decrease of 1.0438 in the total number of phantom units held, resulting from fluctuations in the market value of PepsiCo Common Stock subsequent to March 1, 2013.