Sec Form 4 Filing - Johnston Hugh F @ PEPSICO INC - 2016-02-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Johnston Hugh F
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice Chair, EVP PepsiCo & CFO
(Last) (First) (Middle)
700 ANDERSON HILL ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2016
(Street)
PURCHASE, NY10577
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
PepsiCo, Inc. Common Stock 02/18/2016 M 22,512 A $ 65 234,583 D
PepsiCo, Inc. Common Stock 02/18/2016 M 49,052 A $ 68.75 283,635 D
PepsiCo, Inc. Common Stock 02/18/2016 M 46,561 A $ 53 330,196 D
PepsiCo, Inc. Common Stock 02/18/2016 S 118,125 D $ 99.548 ( 1 ) 212,071 D
PepsiCo, Inc. Common Stock 245.9447 ( 2 ) I by 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title an d Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 65 02/18/2016 M 22,512 02/01/2010 01/31/2017 PepsiCo, Inc. Common Stock 22,512 $ 0 0 D
Employee Stock Option (right to buy) $ 68.75 02/18/2016 M 49,052 02/01/2011 01/31/2018 PepsiCo, Inc. Common Stock 49,052 $ 0 0 D
Employee Stock Option (right to buy) $ 53 02/18/2016 M 46,561 02/01/2012 01/31/2019 PepsiCo, Inc. Common Stock 46,561 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnston Hugh F
700 ANDERSON HILL ROAD
PURCHASE, NY10577
Vice Chair, EVP PepsiCo & CFO
Signatures
/s/ Cynthia A. Nastanski, Atty-in-Fact 02/19/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares with respect to this transaction were sold at prices ranging from $99.48 and $99.61, 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.
( 2 )Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 18, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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