-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UQAR88W/m78Z0Rdw8l37wPNVK2WaBQCz5kCrq7E4b0Xzq6SMcCb25ZY0hmMhX+cI NwxE7zicVuq89dZ4C0Bimw== 0000950103-10-000592.txt : 20100302 0000950103-10-000592.hdr.sgml : 20100302 20100302215527 ACCESSION NUMBER: 0000950103-10-000592 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100226 FILED AS OF DATE: 20100302 DATE AS OF CHANGE: 20100302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FOSS ERIC J CENTRAL INDEX KEY: 0001197007 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-01183 FILM NUMBER: 10651410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PEPSICO INC CENTRAL INDEX KEY: 0000077476 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] IRS NUMBER: 131584302 STATE OF INCORPORATION: NC FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: 700 ANDERSON HILL RD CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 9142532000 MAIL ADDRESS: STREET 1: 700 ANDERSON HILL ROAD CITY: PURCHASE STATE: NY ZIP: 10577-1444 FORMER COMPANY: FORMER CONFORMED NAME: PEPSI COLA CO DATE OF NAME CHANGE: 19700903 4 1 dp16708_4ex.xml X0303 4 2010-02-26 0 0000077476 PEPSICO INC PEP 0001197007 FOSS ERIC J 700 ANDERSON HILL RD. PURCHASE NY 10577 0 1 0 0 CEO, Pepsi Beverages Company Common Stock 2010-02-26 4 A 0 12888 A 13524 D Common Stock 2010-02-26 4 A 0 262094 A 275618 D Common Stock 2010-02-26 4 F 0 121143 62.25 A 154475 D Common Stock 2010-02-26 4 A 0 3034 A 3034 I By 401(k) Plan Stock Options 55.01 2010-02-26 4 A 0 122792 D 2016-07-23 Common Stock 122792 122792 D Stock Options 50.25 2010-02-26 4 A 0 40599 D 2017-02-28 Common Stock 40599 40599 D Stock Options 55.92 2010-02-26 4 A 0 89868 D 2018-02-28 Common Stock 89868 89868 D Stock Options 47.08 2010-02-26 4 A 0 245585 D 2018-10-01 Common Stock 245585 245585 D Stock Options 30.50 2010-02-26 4 A 0 245980 D 2019-02-28 Common Stock 245980 245980 D Phantom Stock Units 2010-02-26 4 A 0 60040 D Common Stock 60040 60040 D For Common stock: Represents shares of PepsiCo common stock received in exchange for the reporting person's Pepsi Bottling Group, Inc. ("PBG") common stock upon completion of the merger of PBG with and into Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metro), a wholly owned subsidiary of PepsiCo, Inc. ("PepsiCo") pursuant to the Agreement and Plan of Merger, dated as of August 3, 2009 among PBG, PepsiCo and Metro (the "Merger"). Pursuant to the terms of the merger agreement, at the effective time of the Merger on February 26, 2010, the reporting person received cash consideration for approximately 49.4% of his shares of PBG common stock and shares of PepsiCo common stock for approximately 50.6% of his shares of PBG common stock For RSUs: Represents PepsiCo restricted stock units ("RSUs") received upon conversion of the reporting person's PBG RSUs upon completion of the Merger. At the effective time of the Merger on February 26, 2010, each PBG RSU award was converted into the right to receive a number of shares of PepsiCo common stock equal to the product of (a) 0.6432 and (b) the number of shares of PBG common stock subject to the PBG RSU award,,rounded down to the nearest whole share. Each PepsiCo RSU represents the right to receive one share of PepsiCo common stock. For 401(k) - Represents the approximate number of shares of PepsiCo common stock in the PBG 401(k) Plan received upon completion of the Merger in exchange for the reporting person's shares of PBG common stock that were held in the PBG common stock fund of the PBG 401(k) Plan. This number is based on the dollar value of the reporting person's holdings in the PBG common stock fund in the PBG 401(k) Plan as of February 25, 2010. For Stock Options: Represents the PepsiCo stock options received upon conversion of the reporting person's PBG stock options upon completion of the Merger. At the effective time of the Merger on February 26, 2010, each PBG stock option was converted into an option to purchase the number of shares of PepsiCo common stock equal to the product of (a) the number of shares of PBG common stock subject to the PBG stock option and (b) the closing exchange ratio, rounded down to the nearest whole share. The exercise price of the converted PepsiCo stock option is equal to (i) the exercise price of the PBG stock option divided by (ii) the closing exchange ratio, rounded up to the nearest cent. The closing exchange ratio is equal the quotient of the closing price of a share of PBG common stock on February 25, 2010 ($38.25) divided by the closing price of a share of PepsiCo common stock on February 25, 2010 ($62.30). For Phantom/EID: - Represents the approximate number of PepsiCo phantom stock units in the PBG Executive Income Deferral Program (the "EID Plan") received upon conversion of the reporting person's PBG phantom stock units that were held in the EID Plan. At the effective time of the Merger on February 26, 2010, the reporting person's EID Plan balance invested in the phantom PBG common stock fund as of February 25, 2010 was converted into an equivalent balance invested in the phantom PepsiCo common stock fund in the EID Plan. For Withholding on RSU vesting: This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of RSUs. Upon completion of the Merger, the reporting person's outstanding stock options and RSUs granted by PBG prior to the Merger that were converted into PepsiCo stock options and RSUs became fully vested, exercisable or settled, as applicable, pursuant to the terms of the retention agreement between the reporting person and PepsiCo, dated October 2, 2009. For Date Exercisable Column for All Options: Upon completion of the Merger, the reporting person's outstanding stock options granted by PBG prior to the Merger that were converted into PepsiCo stock options became fully vested and exercisable pursuant to the terms of the retention agreement between the reporting person and PepsiCo, dated October 2, 2009. /s/ Thomas H. Tomoney, as Attorney-in-Fact 2010-03-02 -----END PRIVACY-ENHANCED MESSAGE-----