Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 5:08PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Johnston Hugh F |
2. Issuer Name and Ticker or Trading Symbol
PEPSICO INC
[
PEP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice Chairman, EVP & CFO |
(Last)
(First)
(Middle)
PEPSICO, INC., 700 ANDERSON HILL ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2020 |
(Street)
PURCHASE, NY 10577
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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PepsiCo, Inc. Common Stock | 3/1/2020 | | A | | 35200 (1) | A | $0.00 | 241686 | D | |
PepsiCo, Inc. Common Stock | 3/1/2020 | | D | | 8024 (2) | D | $0.00 | 233662 | D | |
PepsiCo, Inc. Common Stock | 3/1/2020 | | F | | 10905 (3) | D | $131.05 | 222757 | D | |
PepsiCo, Inc. Common Stock | | | | | | | | 275.6889 (4) | I | by 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Phantom Stock Units | (5) | 2/28/2020 | | A | | 645.0081 (6) | | (7) | (7) | PepsiCo, Inc. Common Stock | 645.0081 | (6) | 23474.2968 | D | |
Explanation of Responses: |
(1) | 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, 2023 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. |
(2) | This number represents the PSUs granted in March 2017 that were canceled at the end of the performance period because the applicable performance targets were not met. |
(3) | This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs. |
(4) | Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of February 28, 2020. |
(5) | 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. |
(6) | This amount relates to dividends credited to the reporting person's phantom stock account on various dates between March 2, 2019 and February 28, 2020 pursuant to the EID, at prices ranging from $122.55 to $137.10. |
(7) | This security is payable pursuant to the reporting person's election and the terms of the EID. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Johnston Hugh F PEPSICO, INC., 700 ANDERSON HILL ROAD PURCHASE, NY 10577 |
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| Vice Chairman, EVP & CFO |
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Signatures
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/s/ Cynthia A. Nastanski, Attorney-in-Fact | | 3/3/2020 |
**Signature of Reporting Person | Date |
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