SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NOOYI INDRA K

(Last)

(First)

(Middle)

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
PepsiCo, Inc. Common Stock	07/24/2017		M		340,449	A	$53	733,315	D
PepsiCo, Inc. Common Stock	07/24/2017		S		340,449	D	$116.4232⁽¹⁾⁽²⁾	392,866	D
PepsiCo, Inc. Common Stock	07/25/2017		M		112,381	A	$53	505,247	D
PepsiCo, Inc. Common Stock	07/25/2017		S		112,381	D	$116.4951⁽¹⁾⁽³⁾	265,099⁽⁴⁾	D
PepsiCo, Inc. Common Stock								8,408.7918⁽⁵⁾	I	by 401(k)
PepsiCo, Inc. Common Stock								149,632	I	By GRAT I
PepsiCo, Inc. Common Stock								120,175	I	By GRAT II
PepsiCo, Inc. Common Stock								307,960	I	by GRAT III

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$53	07/24/2017		M			340,449	02/01/2012	01/31/2019	PepsiCo, Inc. Common Stock	340,449	$0.00	112,381	D
Employee Stock Option (right to buy)	$53	07/25/2017		M			112,381	02/01/2012	01/31/2019	PepsiCo, Inc. Common Stock	112,381	$0.00	0	D

Explanation of Responses:

1. These transactions did not impact the reporting person's stock ownership for purposes of the Company's Stock Ownership Guidelines. Following the transactions, the reporting person continues to hold shares valued at over 41 times her annual base salary, significantly exceeding her stock ownership requirement of eight times annual base salary. The options subject to these transactions were initially granted in 2009, became fully vested on February 1, 2012 and have an approaching expiration date within less than two years from the date of exercise.

2. The shares with respect to this transaction were sold at prices ranging from $116.30 and $116.67, 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.

3. The shares with respect to this transaction were sold at prices ranging from $116.16 and $116.71, 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.

4. On April 28, 2017, the reporting person received a distribution of 100,368 shares from a grantor retained annuity trust ("GRAT I") and a distribution of 79,825 shares from a second grantor retained annuity trust ("GRAT II"), each in accordance with the terms of the GRATs. Such shares became directly owned by the reporting person. In addition, on June 19, 2017, the reporting person contributed 307,960 shares previously owned directly by her to a grantor retained annuity trust ("GRAT III"). The shares contributed to GRAT III are now being reported as indirectly held by the reporting person.

5. Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 24, 2017.

Remarks:

	/s/ Cynthia A. Nastanski, Atty-in-Fact	07/26/2017
	** Signature of Reporting Person	Date
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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