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^*

HALL IRA 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)
02/26/2010

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	02/26/2010		D		7,483	D	⁽¹⁾	0	D
Common Stock	02/26/2010		D		6,839	D	⁽²⁾	0	D

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	$31.78	02/26/2010		D			5,664	⁽³⁾	⁽³⁾	Common Stock	5,664	⁽³⁾	0	D
Stock Options	$34.36	02/26/2010		D			6,112	⁽³⁾	⁽³⁾	Common Stock	6,112	⁽³⁾	0	D
Stock Options	$22.11	02/26/2010		D			9,498	⁽³⁾	⁽³⁾	Common Stock	9,498	⁽³⁾	0	D
Stock Options	$30.56	02/26/2010		D			5,891	⁽³⁾	⁽³⁾	Common Stock	5,891	⁽³⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 3, 2009 among the Company, PepsiCo, Inc. ("PepsiCo") and Pepsi-Cola Metropolitan Bottling Company, Inc., a wholly owned subsidiary of PepsiCo ("Metro") (the "Merger Agreement"), each of these shares was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive approximately $18.25 in cash and 0.3216 of a share of PepsiCo common stock.

2. Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") and each RSU resulting from any associated Dividend Equivalent Unit ("DEU") credited with respect to such RSU was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive 0.6432 of a share of PepsiCo common stock (or cash in an amount equal to the value of such share) rounded down to the nearest whole share.

3. Pursuant to the Merger Agreement, each outstanding PBG stock option, whether or not exercisable or vested, was canceled at the effective time of the merger (February 26, 2010) and converted into an option to purchase the number of shares of PepsiCo common stock equal to the product of (a) the number of shares of PBG common stock subject to the PBG stock option and (b) .6140, rounded down to the nearest whole share. The exercise price per share of PepsiCo common stock subject to the new PepsiCo option will be equal to (a) the exercise price per share of PBG common stock under the PBG stock option divided by (b) .6140, rounded up to the nearest cent.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	02/26/2010
	** 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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