SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Greco Thomas

(Last) (First) (Middle)
PEPSICO, INC.
700 ANDERSON HILL ROAD

(Street)
PURCHASE NY 10577

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2011
3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, FLNA
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
PepsiCo, Inc. Common Stock 67,837(1)(2) D
PepsiCo, Inc. Common Stock 478.8086(3) I by 401(k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) 02/01/2005 01/31/2012 PepsiCo, Inc. Common Stock 1,373 50 D
Employee Stock Option (right to buy) 02/01/2006 01/31/2013 PepsiCo, Inc. Common Stock 1,727 39.75 D
Employee Stock Option (right to buy) 02/01/2007 01/31/2014 PepsiCo, Inc. Common Stock 438 47.25 D
Employee Stock Option (right to buy) 02/01/2008 01/31/2015 PepsiCo, Inc. Common Stock 48,757 53.75 D
Employee Stock Option (right to buy) 02/01/2009 01/31/2016 PepsiCo, Inc. Common Stock 45,577 57.5 D
Employee Stock Option (right to buy) 02/01/2010 01/31/2017 PepsiCo, Inc. Common Stock 20,318 65 D
Employee Stock Option (right to buy) 02/01/2011 01/31/2018 PepsiCo, Inc. Common Stock 37,969 68.75 D
Employee Stock Option (right to buy) 02/01/2012 01/31/2019 PepsiCo, Inc. Common Stock 49,448 53 D
Explanation of Responses:
1. This number includes 50,603 restricted stock units ("RSUs") granted to the reporting person as a portion of his annual executive compensation prior to becoming a reporting person at PepsiCo, Inc. RSUs are calculated on a one unit for one share basis. These RSUs vest at various dates through September 23, 2015. Vesting of all RSUs is contingent upon the reporting person's continued employment with the company.
2. This number also includes 6,767 performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of his annual executive compensation prior to becoming a reporting person at PepsiCo, Inc. A portion of these PSUs will become vested on April 12, 2013 and a portion will become vested on March 1, 2014, each contingent upon the achievement of pre-established performance targts over a two-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, depending on the performance level achieved.
3. Reflects number of shares held under the reporting person's account in the PepsiCo Savings Plan as of September 14, 2011.
Remarks:
/s/ Cynthia A. Nastanski, Atty-in-Fact 09/23/2011
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.