SEC Info - Smith Maura A - ‘3’ for 5/4/11 re: Pepsico Inc.

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SMITH MAURA A

(Last)

(First)

(Middle)

PEPSICO, INC.

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
5/4/11

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Gen. Counsel, Corp. Secr.

5. 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 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	51,355 ⁽¹⁾ ⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	3/1/14	2/28/21	PepsiCo, Inc. Common Stock	32,975	69.75	D

Explanation of Responses:

(1) This number includes: a) 43,011 restricted stock units ("RSUs") granted to the reporting person to partially offset the value of unvested equity awards and other compensation she forfeited at her former employer upon joining PepsiCo, Inc. These RSUs will vest 33% on each of May 4, 2012 and May 4, 2013 and 34% on May 4, 2014 contingent upon the reporting person's continued employment with PepsiCo on each of the vesting dates. Each RSU represents the right to receive one share of PepsiCo Common Stock; and b) 8,244 performance-based restricted stock units ("PSUs") granted to the reporting person as a portion of her compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2014 contingent upon the achievement of pre-established performance targets over a 2 year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 125% of the PSUs granted, based upon the performance level achieved.

(2) This number also includes 100 units of PepsiCo, Inc. Common Stock held in a personal brokerage account.

Remarks:

	/s/ Maura Abeln Smith	5/5/11
	** 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 Number.

Smith Maura A – ‘3’ for 5/4/11 re: Pepsico Inc.

On: Thursday, 5/5/11, at 5:47pm ET · For: 5/4/11 · As: Officer · Accession #: 1209191-11-26443 · File #: 1-01183

Previous ‘3’: ‘3’ on 4/9/03 for 3/31/03 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
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‘3’ — Form 3 Submission — doc3.xml/2.3