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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Spanos Mike

2. Date of Event Requiring Statement (MM/DD/YYYY)
10/13/2017 

3. Issuer Name and Ticker or Trading Symbol

PEPSICO INC [PEP]

(Last)        (First)        (Middle)

PEPSICO, INC., 700 ANDERSON HILL ROAD

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Interim head of AMENA /

(Street)

PURCHASE, NY 10577       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

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   51396   (1) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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)   4/2/2015   4/1/2022   PepsiCo, Inc. Common Stock   15789   $66.50   D    
Employee Stock Option (right to buy)   3/1/2018   2/28/2025   PepsiCo, Inc. Common Stock   13904   $99.25   D    
Employee Stock Option (right to buy)   3/1/2019   2/28/2026   PepsiCo, Inc. Common Stock   29165   $98.75   D    
Employee Stock Option (right to buy)   3/1/2020   2/28/2027   PepsiCo, Inc. Common Stock   21868   $109.75   D    

Explanation of Responses:
(1)  This number includes: 1) 3,476 restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. (these RSUs are calculated on a one unit for one share basis; these RSUs vest on March 1, 2018; vesting of all RSUs is contingent upon the reporting person's continued employment with the company); 2) 27,846 performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. (these PSUs vest at various dates through March 1, 2020 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PSUs granted, depending on the performance level achieved); and 3) 20,074 shares of PepsiCo Common Stock held in a personal brokerage account.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Spanos Mike
PEPSICO, INC., 700 ANDERSON HILL ROAD
PURCHASE, NY 10577


Interim head of AMENA

Signatures
/s/ Cynthia A. Nastanski, Atty-in-Fact 10/20/2017
** 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 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 control number.
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