Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Laguarta Ramon
2. Date of Event Requiring Statement (Month/Day/Year)
01/05/2015
3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
(Last)
(First)
(Middle)
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)
CEO, PepsiCo Europe
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PURCHASE, NY 10577
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 117,892 (1) (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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) 03/01/2014 02/28/2021 PepsiCo, Inc. Common Stock 16,941 $ 63.75 D  
Employee Stock Option (right to buy) 04/12/2013 04/11/2020 PepsiCo, Inc. Common Stock 19,066 $ 66.5 D  
Employee Stock Option (right to buy) 02/01/2012 01/31/2019 PepsiCo, Inc. Common Stock 743 $ 53 D  
Employee Stock Option (right to buy) 02/01/2011 01/31/2018 PepsiCo, Inc. Common Stock 2,830 $ 53 D  
Employee Stock Option (right to buy) 02/01/2011 01/31/2018 PepsiCo, Inc. Common Stock 10,755 $ 68.75 D  
Employee Stock Option (right to buy) 02/01/2010 01/31/2017 PepsiCo, Inc. Common Stock 17,221 $ 65 D  
Employee Stock Option (right to buy) 02/01/2009 01/31/2016 PepsiCo, Inc. Common Stock 11,701 $ 57.5 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Laguarta Ramon
700 ANDERSON HILL ROAD
PURCHASE, NY 10577
      CEO, PepsiCo Europe  

Signatures

/s/ Cynthia A. Nastanski, Atty-in-Fact 01/13/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This number includes: 1) 80,077 restricted stock units ("RSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these RSUs are calculated on a one unit for one share basis and vest at various dates through Sept. 20, 2017); 2) 2,556 performance-based stock units ("PSUs") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PSUs will vest on Apr. 2, 2015 contingent upon the achievement of pre-established performance targets over the applicable performance period and Compensation Committee approval; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 150% of the PSUs granted, depending on the performance level achieved); TO BE CONTINUED ON FOOTNOTE #2
(2) 3) 22,385 PepsiCo Equity Performance Units ("PEPunits") granted to the reporting person as a portion of his compensation prior to becoming a reporting person at PepsiCo, Inc. (these PEPunits will become vested at various dates through Mar. 1, 2017 subject to absolute stock price performance and relative total shareholder return consistent with a pre-established payout scale determined for the three-year performance period and approved by the Compensation Committee; the reporting person may receive a number of shares of PepsiCo Common Stock from 0% to 175% of the PEPunits granted, depending on the level of performance achieved); and 4) 12,874 shares of PepsiCo Common Stock held in personal brokerage accounts.

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