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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 53 | 07/24/2017 | M | 340,449 | 02/01/2012 | 01/31/2019 | PepsiCo, Inc. Common Stock | 340,449 | $ 0 | 112,381 | D | ||||
| Employee Stock Option (right to buy) | $ 53 | 07/25/2017 | M | 112,381 | 02/01/2012 | 01/31/2019 | PepsiCo, Inc. Common Stock | 112,381 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| NOOYI INDRA K 700 ANDERSON HILL ROAD PURCHASE, NY 10577 |
X | Chairman and CEO | ||
| /s/ Cynthia A. Nastanski, Atty-in-Fact | 07/26/2017 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These transactions did not impact the reporting person's stock ownership for purposes of the Company's Stock Ownership Guidelines. Following the transactions, the reporting person continues to hold shares valued at over 41 times her annual base salary, significantly exceeding her stock ownership requirement of eight times annual base salary. The options subject to these transactions were initially granted in 2009, became fully vested on February 1, 2012 and have an approaching expiration date within less than two years from the date of exercise. |
| (2) | The shares with respect to this transaction were sold at prices ranging from $116.30 and $116.67, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price. |
| (3) | The shares with respect to this transaction were sold at prices ranging from $116.16 and $116.71, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price. |
| (4) | On April 28, 2017, the reporting person received a distribution of 100,368 shares from a grantor retained annuity trust ("GRAT I") and a distribution of 79,825 shares from a second grantor retained annuity trust ("GRAT II"), each in accordance with the terms of the GRATs. Such shares became directly owned by the reporting person. In addition, on June 19, 2017, the reporting person contributed 307,960 shares previously owned directly by her to a grantor retained annuity trust ("GRAT III"). The shares contributed to GRAT III are now being reported as indirectly held by the reporting person. |
| (5) | Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 24, 2017. |