SEC Form 4 · accession 0001209191-17-046367
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
Jul 24, 2017
Accepted (ET)
Jul 26, 2017 · 7:30 pm EDT
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 Stock | Jul 24, 2017 | M | 340,449 | $53.00 | A | 733,315 | D | |
| PepsiCo, Inc. Common StockF1,F2 | Jul 24, 2017 | S | 340,449 | $116.4232 | D | 392,866 | D | |
| PepsiCo, Inc. Common Stock | Jul 25, 2017 | M | 112,381 | $53.00 | A | 505,247 | D | |
| PepsiCo, Inc. Common StockF1,F3,F4 | Jul 25, 2017 | S | 112,381 | $116.4951 | D | 265,099 | D | |
| PepsiCo, Inc. Common StockF5 | holding | — | — | — | 8,409 | I | by 401(k) | |
| PepsiCo, Inc. Common Stock | holding | — | — | — | 149,632 | I | By GRAT I | |
| PepsiCo, Inc. Common Stock | holding | — | — | — | 120,175 | I | By GRAT II | |
| PepsiCo, Inc. Common Stock | holding | — | — | — | 307,960 | I | by GRAT III |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy) | $53.00 | Jul 24, 2017 | M | 340,449 | D | Feb 1, 2012 | Jan 31, 2019 | PepsiCo, Inc. Common Stock | 340,449 | 112,381 | D |
| Employee Stock Option (right to buy) | $53.00 | Jul 25, 2017 | M | 112,381 | D | Feb 1, 2012 | Jan 31, 2019 | PepsiCo, Inc. Common Stock | 112,381 | 0 | D |
Explanation of responses
- F1These transactions did not impact the reporting person's stock ownership for purposes of the Company's Stock Ownership Guidelines. Following the transactions, the reporting person continues to hold shares valued at over 41 times her annual base salary, significantly exceeding her stock ownership requirement of eight times annual base salary. The options subject to these transactions were initially granted in 2009, became fully vested on February 1, 2012 and have an approaching expiration date within less than two years from the date of exercise.
- F2The shares with respect to this transaction were sold at prices ranging from $116.30 and $116.67, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.
- F3The shares with respect to this transaction were sold at prices ranging from $116.16 and $116.71, a portion of which were sold to cover option costs, taxes and broker commissions. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.
- F4On April 28, 2017, the reporting person received a distribution of 100,368 shares from a grantor retained annuity trust ("GRAT I") and a distribution of 79,825 shares from a second grantor retained annuity trust ("GRAT II"), each in accordance with the terms of the GRATs. Such shares became directly owned by the reporting person. In addition, on June 19, 2017, the reporting person contributed 307,960 shares previously owned directly by her to a grantor retained annuity trust ("GRAT III"). The shares contributed to GRAT III are now being reported as indirectly held by the reporting person.
- F5Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of July 24, 2017.