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^*

FOSS ERIC J

(Last)

(First)

(Middle)

700 ANDERSON HILL RD.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Pepsi Beverages Company

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2010

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)
Common Stock	02/26/2010		A		12,888	A	⁽¹⁾	13,524	D
Common Stock	02/26/2010		A		262,094	A	⁽²⁾	275,618	D
Common Stock	02/26/2010		F		121,143	A	$62.25	154,475⁽⁶⁾	D
Common Stock	02/26/2010		A		3,034	A	⁽³⁾	3,034	I	By 401(k) Plan⁽³⁾

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)
Stock Options	$55.01	02/26/2010		A			122,792	⁽⁷⁾	07/23/2016	Common Stock	122,792	⁽⁴⁾	122,792	D
Stock Options	$50.25	02/26/2010		A			40,599	⁽⁷⁾	02/28/2017	Common Stock	40,599	⁽⁴⁾	40,599	D
Stock Options	$55.92	02/26/2010		A			89,868	⁽⁷⁾	02/28/2018	Common Stock	89,868	⁽⁴⁾	89,868	D
Stock Options	$47.08	02/26/2010		A			245,585	⁽⁷⁾	10/01/2018	Common Stock	245,585	⁽⁴⁾	245,585	D
Stock Options	$30.5	02/26/2010		A			245,980	⁽⁷⁾	02/28/2019	Common Stock	245,980	⁽⁴⁾	245,980	D
Phantom Stock Units	⁽⁵⁾	02/26/2010		A			60,040	⁽⁵⁾	⁽⁵⁾	Common Stock	60,040	⁽⁵⁾	60,040	D

Explanation of Responses:

1. 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

2. 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.

3. 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.

4. 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).

5. 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.

6. 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.

7. 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	03/02/2010
	** 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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