SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOORE MARGARET D

(Last)

(First)

(Middle)

C/O THE PEPSI BOTTLING GROUP, INC.

ONE PEPSI WAY

(Street)

SOMERS,

10589

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSI BOTTLING GROUP INC [ PBG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2007

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2007		J⁽¹⁾		23,454⁽²⁾	A	⁽³⁾	52,898	D
Common Stock	07/02/2007		J⁽¹⁾		23,454⁽²⁾	D	$34.07	29,444	D
Common Stock								1,000	I	By Minor Children

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽³⁾	07/02/2007		J⁽¹⁾			23,454⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	23,454⁽²⁾	⁽³⁾	0	D

Explanation of Responses:

1. The reporting person is a director and a former employee of the issuer who transferred employment from the issuer to PepsiCo, Inc. ("PepsiCo") in December 1999. The reporting person retired from PepsiCo on June 29, 2007 and will continue to serve as a director of the issuer. The director received a cash distribution on July 2, 2007 from her holdings in the PBG Phantom Stock Fund under the PepsiCo Executive Income Deferral Program (the "PepsiCo EID"). The director?s holdings in the PBG Phantom Stock Fund under the issuer?s Executive Income Deferral Program were transferred to the PepsiCo EID at the same time as the director transferred employment. Since the date of transfer, the director has maintained 100% of the balance in a PBG Phantom Stock Fund offered under the PepsiCo EID. The cash distribution occurred automatically in connection with the director?s retirement from PepsiCo pursuant to a 1990 election by the director and the terms of the PepsiCo EID.

2. The number of Phantom Stock Units indicated (23,454) was calculated by dividing the dollar value of the amount distributed by the closing price of a share of PBG Common Stock on July 2, 2007, the date of distribution.

3. Each Phantom Stock Unit held under the PBG Phantom Stock Fund entitles the director to receive the cash equivalent of one share of PBG Common Stock.

4. These dates are governed by the standard terms of the PepsiCo EID and the distribution election made by the director.

Remarks:

	/s/ David Yawman, Atty-in-Fact	07/03/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.