PEPSICO INC - Director's Dealing 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PEPSICO INC (PEP)
CIK: 0000077476
Period of Report: 2013-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-25	PepsiCo, Inc. Common Stock	M	55464	$47.25	Acquired	150694	Direct
2013-02-25	PepsiCo, Inc. Common Stock	S	55464	$75.7846	Disposed	95230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-25	Employee Stock Option (right to buy)	$47.25	M	55464	Disposed	2014-01-31	PepsiCo, Inc. Common Stock (55464)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
PepsiCo, Inc. Common Stock	452.0768	Indirect

Footnotes

F1: The shares with respect to this transaction were sold at prices ranging from $75.75 and $75.8138, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

F2: Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 25, 2013.

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PEPSICO INC Director's Dealing 2013

29792_dirs_2013-02-27_db771dec-5a23-4e0f-b716-ec6a4f53faf9.zip

SEC Form 4 — Statement of Changes in Beneficial Ownership

Non-Derivative Transactions

Derivative Transactions

Holdings (Non-Derivative)

Footnotes

AI assistant

PEPSICO INC — Director's Dealing 2013

29792_dirs_2013-02-27_db771dec-5a23-4e0f-b716-ec6a4f53faf9.zip

SEC Form 4 — Statement of Changes in Beneficial Ownership

Non-Derivative Transactions

Derivative Transactions

Holdings (Non-Derivative)

Footnotes

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PEPSICO INC Director's Dealing 2013