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^*

CRAWFORD VICTOR L.

(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, Glbl Ops&Sys Transformatn

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2009

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	03/01/2009		F		3,489⁽¹⁾	D	$18.72	66,425	D
Common Stock	03/01/2009		A		26,710⁽²⁾	A	$0.00	93,135⁽³⁾	D
Common Stock								1,797	I	By 401(k) Plan⁽⁴⁾

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)
Stock Options (Right to Buy)	$18.72	03/01/2009		A		80,129		⁽⁵⁾	02/28/2019	Common Stock	80,129	⁽⁶⁾	80,129	D

Explanation of Responses:

1. This number represents shares of PBG common stock withheld to satisfy the tax withholding obligation due upon the vesting of restricted stock units which were granted on March 1, 2006.

2. This number reflects the number of restricted stock units ("RSUs") granted to the reporting person. RSUs are settled in shares of PBG common stock and are calculated on a one unit for one share basis. The vesting with respect to these RSUs is contingent upon the achievement of a pre-established 2009 earnings per share performance target as well as continued employment through March 1, 2012.

3. This number includes 261 RSUs accumulated as a result of dividend equivalents credited to the reporting person on January 2, 2009 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.

4. 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 March 1, 2009. 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 March 1, 2009.

5. The stock options become exercisable as follows: 33% on March 1, 2010; 33% on March 1, 2011; and 34% on March 1, 2012.

6. There is no price for this derivative security.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	03/03/2009
	** 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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