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

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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^*

DREWES ALFRED H

(Last)

(First)

(Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2008

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								49,044⁽¹⁾	D
Common Stock								1,556	I	By 401(k) Plan⁽²⁾

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⁾	07/14/2008		I		7,533⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	7,533⁽⁴⁾	$26.51	17,169	D

Explanation of Responses:

1. This number includes 497 restricted stock units ("RSUs") accumulated as a result of dividend equivalents credited to the reporting person between March 31, 2008 and June 30, 2008 at the same time and in the same amount as dividends were paid to shareholders of Common Stock in accordance with the agreement governing the reporting person's RSU awards.

2. Reflects the number of shares of PBG Common Stock attributed to the reporting person based on his holdings in the PBG Common Stock fund of the PBG 401(k) Plan as of July 14, 2008. The number of shares was calculated by dividing the dollar value of the reporting person's holdings in such fund by the closing price of PBG Common Stock on July 14, 2008.

3. Each Phantom Stock Unit entitles the reporting person to receive the cash equivalent of one share of PBG Common Stock.

4. On July 11, 2008, the reporting person elected to transfer a portion of his holdings under the PBG Executive Income Deferral Program (the "EID Plan") from one investment fund offered under the EID Plan into the PBG Phantom Stock Fund offered under the EID Plan. The number of Phantom Stock Units indicated (7,533) was calculated by dividing the dollar value of the amount transferred by the closing price of a share of PBG Common Stock on July 11, 2008, the last trading day immediately preceding the transfer date of July 14, 2008.

5. These dates are governed by the standard terms of the EID Plan and specific elections made by the reporting person.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	07/16/2008
	** 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).
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