Mehmood Khan Form 4 PEPSICO / Mehmood Khan ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Khan Mehmood

(Last) (First) (Middle)

PEPSICO, INC., 700 ANDERSON HILL ROAD

(Street)

PURCHASE NY 10577

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chair,EVP,CSO,Global R&D

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
PepsiCo, Inc. Common Stock	10/22/2018		M		50,526	A	$66.5	173,702.06	D
PepsiCo, Inc. Common Stock	10/22/2018		M		13,283	A	$63.75	186,985.06	D
PepsiCo, Inc. Common Stock	10/22/2018		S		63,809	D	$110.1348(1)	123,176.06	D
PepsiCo, Inc. Common Stock	10/22/2018		S		7,106	D	$110.4633(2)	116,070.06	D
PepsiCo, Inc. Common Stock	10/23/2018		M		57,305	A	$63.75	173,375.06	D
PepsiCo, Inc. Common Stock	10/23/2018		S		57,305	D	$110.0533(3)	116,070.06	D
PepsiCo, Inc. Common Stock	10/23/2018		S		40,075	D	$110.132(4)	75,995.06	D
PepsiCo, Inc. Common Stock								219.6063(5)	I	401(k)

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. 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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$66.5	10/22/2018		M			50,526	04/12/2013	04/11/2020	PepsiCo, Inc. Common Stock	50,526	$0.00	0	D
Employee Stock Option (right to buy)	$63.75	10/22/2018		M			13,283	03/01/2014	02/28/2021	PepsiCo, Inc. Common Stock	13,283	$0.00	57,305	D
Employee Stock Option (right to buy)	$63.75	10/23/2018		M			57,305	03/01/2014	02/28/2021	PepsiCo, Inc. Common Stock	57,305	$0.00	0	D

Explanation of Responses:

1. The shares with respect to this transaction were sold at prices ranging from $110.00 and $110.85, 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.

2. The shares with respect to this transaction were sold at prices ranging from $110.40 and $110.61, a portion of which were sold to cover 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 $110.00 and $110.12, 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. The shares with respect to this transaction were sold at prices ranging from $110.00 and $110.24, a portion of which were sold to cover 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.

5. Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of October 22, 2018.

Remarks:

	/s/ Cynthia A. Nastanski, Attorney-in-Fact	10/24/2018
	** 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 4 (b)(v).
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