| FORM 5 | UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
OMB APPROVAL | |
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response...........1.0 |
|
| o | Form 3 Holdings Reported | ||
| o | Form 4 Transactions Reported | ||
| 1. Name
and Address of Reporting Person* Enrico Roger A. |
2. Issuer Name and
Ticker or Trading Symbol PepsiCo, Inc. (PEP) |
6.
Relationship of Reporting Person(s) to Issuer (Check all applicable) |
||||||||
| (Last)
(First)
(Middle) 100 Crescent Court, Suite 700 |
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Year 12/2002 |
||||||||
| (Street) Dallas TX 75201 |
5. If Amendment, Date of Original (Month/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) x Form filed by One Reporting Person o Form filed by More than One Reporting Person |
||||||||
| (City) (State) (Zip) | Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||
| 1. Title of
Security (Instr. 3) |
2.
Trans- action Date (Month/ Day/ Year |
2A.
Deemed Execution Date; if any (Month/ Day/ Year |
3.
Trans- action Code (Instr. 8) |
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature
of Indirect Beneficial Ownership (Instr. 4) |
|||
| Amount | (A) or (D) | Price | ||||||||
| PepsiCo, Inc. Common Stock | 50,131.00 (1) | D | ||||||||
FORM 5 (continued)
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. Conver- |
3. Trans- action Date (Month/ Day/Year) |
3A. Deemed Execution Date, if any (Month/ Day/ Year) |
4. Trans-action Code (Instr. 8) |
5. Number of Derivative Securites 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 Underlying Securities (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned and End of Month (Instr. 4) | 10. Owner- ship Form of Derivative Securities Beneficially Owned by End of Month (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Excer- cisable |
Expira- tion Date |
Title | Amount or Number of Shares | |||||||||
| Employee Stock Option (right to buy) | $50.00 | 2/1/2002 | A | 12,000.00 | 3/31/02 (2) | 01/31/12 | PepsiCo, Inc. Common Stock | 12,000.00 | $50.00 | 12,000.00 | D | |||
Explanation of Responses:
1. Includes 36 shares previously owned indirectly through PepsiCo's 401(k) plan.
2. These stock options vested upon the retirement of the reporting person.
| /s/ Robert E. Cox | February 11, 2003 | |
| Robert E. Cox Attorney-in-fact ** Signature of Reporting Person |
Date |
| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| ** | 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. |