FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
                      

1. Name and Address of Reporting Person *

Flavell David
2. Date of Event Requiring Statement (MM/DD/YYYY)
3/1/2021 

3. Issuer Name and Ticker or Trading Symbol

PEPSICO INC [PEP]
(Last)        (First)        (Middle)

PEPSICO, INC., 700 ANDERSON HILL ROAD
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 Sec /
(Street)

PURCHASE, NY 10577      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 29207 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This number includes 1) 15,606 restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc. ("PEP") (RSUs are calculated on a one unit for one share basis; RSUs vest at various dates through Mar. 1, 2023; vesting of all RSUs is contingent upon the reporting person's continued employment with PEP); 2) 1,609 performance based-restricted stock units ("PSUs") granted in 2018, 1,659 PSUs granted in 2019 & 1,933 PSUs granted in 2020 as a portion of the reporting person's compensation from PEP (PSUs vest at various dates through Mar. 1, 2023 contingent upon the achievement of pre-established performance targets over a 3-year performance period & Compensation Committee approval; the reporting person may receive a number of shares of PEP Common Stock from 0-175% of the 2018 & 2019 PSUs granted & 0-200% of the 2020 PSUs granted, depending on the performance level achieved); and 3) 8,400 shares of PEP Common Stock held in a personal brokerage acct

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Flavell David
PEPSICO, INC., 700 ANDERSON HILL ROAD
PURCHASE, NY 10577


EVP, Gen Counsel & Corp Sec

Signatures
/s/ Cynthia A. Nastanski, Attorney-in-Fact3/3/2021
**Signature of Reporting PersonDate

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