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^*

KEISER KENNETH E

(Last)

(First)

(Middle)

4000 DAIN RAUSCHER PLAZA 60 S. 6TH ST.

(Street)

MINNEAPOLIS

55402

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSIAMERICAS INC/IL/ [ PAS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/16/2008

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	10/16/2008		P⁽¹⁾		475.462	A	$16.77	475.462	I	By 401(k)
Common Stock	10/17/2008		P⁽²⁾		10,717.218	A	$16.67	11,192.68	I	By 401(k)
Common Stock	10/23/2008		S⁽³⁾		11,167.221	D	$17.4	0⁽⁴⁾	I	By 401(k)
Common Stock								346,174⁽⁵⁾	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)

Explanation of Responses:

1. On October 16, 2008, the reporting person exchanged $7,973.49 into the PAS Stock Fund. This purchased 596.818 units of the PAS Stock Fund. The actual closing stock price on that date was $16.77, resulting in the purchase of 475.462 share equivalents.

2. On October 17, 2008, the reporting person exchanged $178,656.03 into the PAS Stock Fund. This purchased 13,442.891 units of the PAS Stock Fund. The actual closing stock price on that date was $16.67, resulting in the purchase of 10,717.218 share equivalents.

3. On October 23, 2008, the reporting person exchanged $194,309.57 out of the PAS Stock Fund. This sold 14,039.709 units of the PAS Stock Fund. The actual closing stock price on that date was $17.40, resulting in the sale of 11,167.221 share equivalents.

4. On October 16 and 17, 2008, the reporting person disposed of certain securities within his 401(k) plan and inadvertently authorized Fidelity to invest such funds in the PAS Stock Fund. The reporting person then unwound the transaction by selling such units on October 23, 2008. Because this constitutes a short-swing transaction, the reporting person has paid the issuer the associated short-swing profit. Although the number of shares shown as purchased and sold do not match, the number of units purchased and sold do match. The reporting person had no holdings in the PAS Stock Fund prior to his October 16 and 17, 2008 purchases, and has no holdings in the PAS Stock Fund following his October 23, 2008 sale.

5. Includes shares underlying the following restricted stock awards: (a) 60,646 shares under the award granted on February 28, 2008, which vests in its entirety on February 28, 2011, (b) 60,000 shares under an award granted on February 22, 2007, which vests in its entirety on February 22, 2010, and (c) 69,000 shares under an award granted on February 23, 2006, which vests in its entirety on February 23, 2009. Also includes 113,000 shares under a performance-based restricted stock award granted on February 22, 2007.

	/s/ Brian D. Wenger, attorney-in-fact	10/24/2008
	** 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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