SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Flavell David

(Last) (First) (Middle)
PEPSICO, INC., 700 ANDERSON HILL ROAD

(Street)
PURCHASE NY 10577

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2021
3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [ PEP ]
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
5. If Amendment, Date of Original Filed (Month/Day/Year)
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 29,207(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
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
Remarks:
/s/ Cynthia A. Nastanski, Attorney-in-Fact 03/03/2021
** 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.