SEC FORM 3

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^*

Laguarta Ramon

(Last)

(First)

(Middle)

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2015

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)
	CEO, PepsiCo Europe

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	117,892⁽¹⁾⁽²⁾	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	03/01/2014	02/28/2021	PepsiCo, Inc. Common Stock	16,941	$63.75	D
Employee Stock Option (right to buy)	04/12/2013	04/11/2020	PepsiCo, Inc. Common Stock	19,066	$66.5	D
Employee Stock Option (right to buy)	02/01/2012	01/31/2019	PepsiCo, Inc. Common Stock	743	$53	D
Employee Stock Option (right to buy)	02/01/2011	01/31/2018	PepsiCo, Inc. Common Stock	2,830	$53	D
Employee Stock Option (right to buy)	02/01/2011	01/31/2018	PepsiCo, Inc. Common Stock	10,755	$68.75	D
Employee Stock Option (right to buy)	02/01/2010	01/31/2017	PepsiCo, Inc. Common Stock	17,221	$65	D
Employee Stock Option (right to buy)	02/01/2009	01/31/2016	PepsiCo, Inc. Common Stock	11,701	$57.5	D

Explanation of Responses:

1. This number includes: 1) 80,077 restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these RSUs are calculated on a one unit for one share basis and vest at various dates through Sept. 20, 2017); 2) 2,556 performance-based stock units ("PSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PSUs will vest on Apr. 2, 2015 contingent upon the achievement of pre-established performance targets over the applicable performance period and Compensation Committee approval; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 150% of the PSUs granted, depending on the performance level achieved); TO BE CONTINUED ON FOOTNOTE #2

2. 3) 22,385 PepsiCo Equity Performance Units ("PEPunits") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PEPunits will become vested at various dates through Mar. 1, 2017 subject to absolute stock price performance and relative total shareholder return consistent with a pre-established payout scale determined for the three-year performance period and approved by the Compensation Committee; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PEPunits granted, depending on the level of performance achieved); and 4) 12,874 shares of PepsiCo Common Stock held in personal brokerage accounts.

Remarks:

	/s/ Cynthia A. Nastanski, Atty-in-Fact	01/13/2015
	** 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.