Hugh F. Johnston - Mar 1, 2023 Form 4 Insider Report for PEPSICO INC (PEP)

Role: Vice Chairman, EVP & CFO
Signature: /s/ Cynthia A. Nastanski, Attorney-in-Fact
Stock symbol: PEP
Transactions as of: Mar 1, 2023
Transactions value $: -$5,965,182
Form type: 4
Date filed: 3/3/2023, 03:59 PM
Previous filing: Feb 1, 2023
Next filing: Apr 26, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PEP	PepsiCo, Inc. Common Stock	Award	$0	+27K	+21.05%	$0.00	155K	Mar 1, 2023	Direct	F1
transaction	PEP	PepsiCo, Inc. Common Stock	Award	$0	+35.2K	+22.66%	$0.00	191K	Mar 1, 2023	Direct	F2
transaction	PEP	PepsiCo, Inc. Common Stock	Tax liability	-$5.97M	-34.9K	-18.33%	$170.79	156K	Mar 1, 2023	Direct	F3
holding	PEP	PepsiCo, Inc. Common Stock						299	Mar 1, 2023	by 401(k)	F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PEP	Phantom Stock Units	Award		+137	+0.69%		20.1K	Mar 1, 2023	PepsiCo, Inc. Common Stock	137		Direct	F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This number represents the performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. These PSUs will become vested on March 1, 2026 contingent upon the achievement of pre-established performance targets over a three-year performance period and Compensation Committee approval. The reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 200% of the PSUs granted, depending on the performance level achieved.
F2	This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional PSUs granted in March 2020, as a result of exceeding pre-established performance targets.
F3	This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.
F4	Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2023.
F5	These phantom units are held under the PepsiCo Executive Income Deferral Program ("EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.
F6	This amount relates to dividends credited to the reporting person's phantom stock account between October 25, 2022 and March 1, 2023 pursuant to the EID, at a price of $181.10.
F7	This security is payable pursuant to the reporting person's election and the terms of the EID.