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 *

Krishnan Ramkumar		 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)
CEO Intl Beverages & CCO
(Last)          (First)          (Middle)

PEPSICO, INC., 700 ANDERSON ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2023
(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 3/1/2023  A  11579 (1)A$0.00 64086 D  
PepsiCo, Inc. Common Stock 3/1/2023  A  15086 (2)A$0.00 79172 D  
PepsiCo, Inc. Common Stock 3/1/2023  F  13345 (3)D$170.79 65827 D  
PepsiCo, Inc. Common Stock         1320 I By Family Trust 

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Units  (4)3/1/2023  A   14.5704 (5)    (6) (6)PepsiCo, Inc. Common Stock 14.5704  (5)2457.4739 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, 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.
(2) 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.
(3) This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PSUs.
(4) 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.
(5) This amount relates to dividends credited to the reporting person's phantom stock account between November 19, 2022 and March 1, 2023 pursuant to the EID, at a price of $181.10.
(6) This security is payable pursuant to the reporting person's election and the terms of the EID.

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

CEO Intl Beverages & CCO
Signatures
/s/ Cynthia A. Nastanski, Attorney-in-Fact3/3/2023
**Signature of Reporting PersonDate
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 4(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 control number.
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