SEC Form 4 · accession 0001209191-16-105637
PEPSICO INC · PEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hugh F Johnston
Officer — Vice Chair, EVP & CFO, PEP
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 5:57 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000077476
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| PepsiCo, Inc. Common StockF1 | Mar 1, 2016 | A | 35,089 | $0.00 | A | 247,160 | D | |
| PepsiCo, Inc. Common StockF2 | Mar 1, 2016 | A | 13,723 | $0.00 | A | 260,883 | D | |
| PepsiCo, Inc. Common StockF3 | Mar 1, 2016 | F | 22,573 | $98.595 | D | 238,310 | D | |
| PepsiCo, Inc. Common StockF4 | holding | — | — | — | 246 | I | by 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom Stock UnitsF6,F5,F7 | — | Jan 7, 2016 | A | 163 | A | — | — | PepsiCo, Inc. Common Stock | 163 | 23,317 | D |
Explanation of responses
- F1This 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, 2019 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 175% of the PSUs granted, depending on the performance level achieved.
- F2This number represents the shares of PepsiCo Common Stock acquired upon vesting of additional PepsiCo Equity Performance Units ("PEPunits") granted in March 2013, as a result of exceeding pre-established performance targets.
- F3This number represents shares of PepsiCo Common Stock withheld to satisfy the tax withholding obligation due upon vesting of PepsiCo Equity Performance Units ("PEPunits").
- F4Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of March 1, 2016.
- F5These 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.
- F6Reflects dividends credited pursuant to the EID.
- F7This security is payable pursuant to the reporting person's election and the terms of the EID.