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
                      
1. Name and Address of Reporting Person * Johnston Hugh F 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 Chairman, EVP & CFO
(Last)         (First)         (Middle)
PEPSICO, INC., 700 ANDERSON HILL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
10/21/2021
(Street)
PURCHASE, NY 10577
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  10/21/2021    S    29733  D $160.1086 (1) 205201  D   
PepsiCo, Inc. Common Stock  10/21/2021    S    7533  D $161.0403 (2) 148357 (3) D   
PepsiCo, Inc. Common Stock                 289.7413 (4) I  by 401(k) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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) 10/21/2021    A     472.7681 (6)      (7)  (7) PepsiCo, Inc. Common Stock  472.7681   (6) 24670.9319  D   

Explanation of Responses:
(1)  The shares with respect to this transaction were sold at prices ranging from $159.6600 and $160.6500. 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 $160.6600 and $161.3400. 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)  Amount of securities beneficially owned following reported transaction reflects the transfer of the pecuniary interest in certain shares in a transaction exempt from Section 16 pursuant to Rule 16a-12.
(4)  Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of October 21, 2021.
(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, 2021 and October 21, 2021 pursuant to the EID, at prices ranging from $141.45 to $150.41.
(7)  This security is payable pursuant to the reporting person's election and the terms of the EID.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnston Hugh F
PEPSICO, INC., 700 ANDERSON HILL ROAD
PURCHASE, NY 10577


Vice Chairman, EVP & CFO

Signatures
/s/ Cynthia A. Nastanski, Attorney-in-Fact 10/25/2021
**Signature of Reporting Person Date
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