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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sankaran Vivek
2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2016
3. Issuer Name and Ticker or Trading Symbol
PEPSICO INC [PEP]
(Last)
(First)
(Middle)
PEPSICO, INC. 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)
Pres. & COO, FLNA
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 49,566 (1)
D
 
PepsiCo, Inc. Common Stock 1,766.5964 (2)
I
401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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) 04/02/2015 03/31/2022 PepsiCo, Inc. Common Stock 6,316 $ 66.5 D  
Employee Stock Option (right to buy) 03/01/2016 02/28/2023 PepsiCo, Inc. Common Stock 5,267 $ 75.75 D  
Employee Stock Option (right to buy) 03/01/2017 02/29/2024 PepsiCo, Inc. Common Stock 12,113 $ 79.75 D  
Employee Stock Option (right to buy) 03/01/2019 02/28/2026 PepsiCo, Inc. Common Stock 4,739 $ 98.75 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sankaran Vivek
PEPSICO, INC. 700 ANDERSON HILL ROAD
PURCHASE, NY 10577
      Pres. & COO, FLNA  

Signatures

/s/ Vivek Sankaran 04/18/2016
**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) 35,042 restricted stock units ("RSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc.; RSUs are calculated on a one unit for one share basis; these RSUs vest at various dates through March 1, 2019; vesting of all RSUs is contingent upon the reporting person's continued employment with the company; 2) 10,765 performance-based restricted stock units ("PSUs") granted as a portion of the reporting person's compensation from PepsiCo, Inc.; these PSUs vest at various dates through 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; and 3) 3,759 shares of PepsiCo Common Stock held in an outside brokerage account.
(2) Reflects the number of shares held under the reporting person's account in the PepsiCo Savings Plan as of April 8, 2016.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.