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 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 * 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) EVP PepsiCo & CFO (Last) (First) (Middle) 700 ANDERSON HILL ROAD 3. Date of Earliest Transaction (Month/Day/Year) 07/01/2014 (Street) PURCHASE, NY 10577 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               470.435 (1) I by 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

(2)

06/30/2014

A

363.9941 (3)

(4)

(4)

PepsiCo, Inc. Common Stock

363.9941

(3)

27,994.173

D

Phantom Stock Units

(5)

07/01/2014

D

3,049.816 (5)

(5)

(5)

PepsiCo, Inc. Common Stock

3,049.816

$ 89.13

24,944.0408 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Johnston Hugh F 700 ANDERSON HILL ROAD PURCHASE, NY 10577			EVP PepsiCo & CFO

Signatures

/s/ Hugh F. Johnston		07/03/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 1, 2014.
(2)	These phantom units are held under the PepsiCo Executive Income Deferral Program (the "EID") and convert to shares of PepsiCo Common Stock on a one-for-one basis.
(3)	This amount relates to dividends credited to the reporting person's phantom stock account in the EID on various dates between March 2, 2014 and June 30, 2014 pursuant to the EID, at prices ranging from $83.50 to $89.34.
(4)	This security is payable pursuant to the reporting person's election and the terms of the EID.
(5)	This represents a cash settlement distribution on phantom stock units held under the EID acquired through voluntary deferrals of all or portions of the reporting person's 1996 and 2003 bonuses. The distribution elections were made by the reporting person in 2009 and 2003, respectively, in accordance with the terms of the EID. Each phantom stock unit was the economic equivalent of one share of PepsiCo Common Stock.
(6)	Reflects a decrease of .3162 in the total number of phantom units held, resulting from daily fluctuations in the market value of PepsiCo Common Stock.

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