| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2022 |
3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 43,872(1) | D | |
| PepsiCo, Inc. Common Stock | 3,250 | I | By Revocable Trust |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | 03/01/2017 | 02/29/2024 | PepsiCo, Inc. Common Stock | 6,723 | $89.25 | D | |
| Phantom Stock Units | (2) | (2) | PepsiCo, Inc. Common Stock | 2,379.4472 | (3) | D | |
| Explanation of Responses: |
| 1. This number includes 1) 3,879 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 on March 1, 2022; vesting of all RSUs is contingent upon the reporting person's continued employment with PEP); 2) 3,923 performance-based restricted stock units ("PSUs") granted in 2019, 15,086 PSUs granted in 2020 and 15,086 PSUs granted in 2021 as a portion of the reporting person's compensation from PEP (PSUs vest at various dates through March 1, 2024 contingent upon the achievement of pre-established performance targets over a 3-year performance period and Compensation Committee approval; the reporting person may receive a number of shares of PEP Common Stock from 0-175% of the 2019 PSUs and 0-200% of the 2020 and 2021 PSUs granted, depending on the performance level achieved); and 3) 5,898 shares of PEP Common Stock held in a personal brokerage account. |
| 2. This security is payable pursuant to the reporting person's election and the terms of the PepsiCo Executive Income Deferral Program (the "EID"). |
| 3. Represents units under the EID, each of which is the economic equivalent of one share of PEP Common Stock. |
| Remarks: |
| /s/ Cynthia A. Nastanski, Attorney-in-Fact | 01/11/2022 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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 Number. | ||