SEC Form 4 · accession 0001209191-16-105681
PEPSICO INC · PEP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Indra K Nooyi
Officer — Chairman and CEO · Director
Period of report
Mar 1, 2016
Accepted (ET)
Mar 3, 2016 · 6:12 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 | 90,228 | $0.00 | A | 826,577 | D | |
| PepsiCo, Inc. Common StockF2 | Mar 1, 2016 | A | 49,010 | $0.00 | A | 875,587 | D | |
| PepsiCo, Inc. Common StockF3 | Mar 1, 2016 | F | 79,989 | $98.595 | D | 795,598 | D | |
| PepsiCo, Inc. Common StockF4 | holding | — | — | — | 7,853 | 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 | — | Mar 1, 2016 | A | 1,419 | A | — | — | PepsiCo, Inc. Common Stock | 1,419 | 51,025 | 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 and convert to shares of PepsiCo Common Stock on a one-for-one basis.
- F6This amount relates to dividends credited to the reporting person's phantom stock account on various dates between March 2, 2015 and March 1, 2016 pursuant to PepsiCo's Executive Income Deferral Program, at prices ranging from $93.34 to $97.57.
- F7This security is payable pursuant to the reporting person's election and the terms of PepsiCo's Executive Income Deferral Program.