SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Walter Glen

(Last)

(First)

(Middle)

C/O THE COCA-COLA COMPANY

ONE COCA-COLA PLAZA

(Street)

ATLANTA

30313

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2013

3. Issuer Name and Ticker or Trading Symbol
COCA COLA CO [ KO ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Pres/COO, CC Refreshments

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.25 Par Value	33,363⁽¹⁾	D⁽²⁾
Common Stock, $.25 Par Value	256⁽³⁾	I	By 401(k) Plan

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽⁵⁾	11/04/2019	Common Stock, $.25 Par Value	4,924⁽⁴⁾	$17.765	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	02/16/2021	Common Stock, $.25 Par Value	87,600	$31.9975	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/15/2022	Common Stock, $.25 Par Value	98,550	$34.3525	D
Hypothetical Shares	⁽⁸⁾	⁽⁸⁾	Common Stock, $.25 Par Value	394	$0⁽⁹⁾	I	By Supplemental 401(k) Plan⁽¹⁰⁾

Explanation of Responses:

1. Includes 19,704 shares that represent the common stock of The Coca-Cola Company issuable upon vesting of restricted stock units granted on November 4, 2009 when the reporting person was employed by Coca-Cola Enterprises Inc. ("CCE"). Pursuant to the Business Separation and Merger Agreement dated February 25, 2010 by and among CCE, International CCE, Inc., The Coca-Cola Company and Cobalt Subsidiary LLC (the "Merger Agreement"), outstanding restricted stock units held by the reporting person were cancelled as of October 2, 2010 at 12:01 a.m. (the "Effective Time") and converted to that number of restricted stock units of The Coca-Cola Company obtained by multiplying the number of restricted stock units granted by CCE by 0.53788904.

2. Exhibit Index - Exhibit No. 24 - Power of Attorney

3. Shares credited to my account under The Coca-Cola Company 401(k) Plan, as of January 1, 2013.

4. These options were granted on November 4, 2009 when the reporting person was employed by CCE. Pursuant to the Merger Agreement, the outstanding options to purchase shares of CCE's common stock were cancelled at the Effective Time and converted to that number of options to purchase Common Stock of The Coca-Cola Company obtained by multiplying the number of outstanding options granted by CCE by 0.53788904. The exercise price of each outstanding CCE option was adjusted by multiplying the exercise price by 1.85911950.

5. Options vested 33% per year from November 4, 2009.

6. Option (with tax withholding right) granted on February 17, 2011 under The Coca-Cola Company 2008 Stock Option Plan. One-fourth of grant becomes exercisable on each of the first, second, third and fourth anniversaries of the grant date.

7. Option (with tax withholding right) granted on February 16, 2012 under The Coca-Cola Company 2008 Stock Option Plan. One-fourth of grant becomes exercisable on each of the first, second, third and fourth anniversaries of the grant date.

8. There is no data applicable with respect to the hypothetical shares.

9. Each hypothetical share is equal to one share of common stock of The Coca-Cola Company.

10. As of January 1, 2013.

	/s/ Glen Walter	01/09/2013
	** 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 5 (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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