Securities Registration (section 12(b)) (8-a12b)
October 15 2021 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PepsiCo, Inc.
(Exact Name of Registrant as Specified in Its Charter)
North Carolina
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13-1584302
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(State of Incorporation or Organization)
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(I.R.S. Employer Identification No.)
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700
Anderson Hill Road
Purchase, New York 10577
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of Each Class
to Be So Registered
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Name of Each Exchange on Which
Each Class Is to Be Registered
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0.750% Senior Notes due 2033
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The Nasdaq Stock Market LLC
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If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c), please check the following box. x
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d), please check the following box. ¨
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering statement
file number to which this form relates:
333-234767
(if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
PepsiCo, Inc.
(the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under
the Securities Act of 1933 a prospectus supplement dated October 7, 2021 (the “Prospectus Supplement”) to a prospectus
dated November 18, 2019 (the “Prospectus”) contained in the Company’s effective Registration Statement on
Form S-3 (File No. 333-234767), which Registration Statement was filed with the Commission on November 18, 2019, relating
to the securities to be registered hereunder. The Company incorporates by reference the Prospectus and the Prospectus Supplement to the
extent set forth below.
Item 1. Description of Registrant’s Securities to Be Registered
The
information required by this item is incorporated by reference to the information contained in the sections captioned “Description
of Notes” and “United States Federal Income Tax Considerations” in the Prospectus Supplement and “Description
of Debt Securities” in the Prospectus.
Item 2. Exhibits
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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PepsiCo, Inc.
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By:
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/s/ Cynthia A. Nastanski
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Name:
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Cynthia A. Nastanski
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Title:
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Senior Vice President, Corporate Law and Deputy Corporate Secretary
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Date: October 15, 2021
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