| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COCA COLA ENTERPRISES INC [ CCE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 10/02/2010 | D | 13,706(1) | D | $0 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 2002 Stock Option Grant (right to buy) | $16.11 | 10/01/2010 | D | 7,500(2) | 02/01/2003 | 02/01/2012 | Common Stock | 7,500 | $0 | 0 | D | ||||
| 2003 Stock Option Award | $21.945 | 10/01/2010 | D | 7,500(3) | 02/03/2004(4) | 02/03/2013 | Common Stock | 7,500 | $0 | 0 | D | ||||
| 2004 Stock Option Grant (right to buy) | $23.61 | 10/01/2010 | A | 7,500(3) | 02/26/2005(5) | 02/26/2014 | Common Stock | 7,500 | $0 | 0 | D | ||||
| 2007 Directors Deferred Stock Unit Awards | (6) | 10/01/2010 | 10/02/2010 | D | 3,000 | (7) | (7) | Common Stock | 3,000 | $0 | 0 | D | |||
| 2006 Deferred Stock Unit Awards | (6) | 10/02/2010 | D | 3,570(2) | 09/01/2008 | (8) | Common Stock | 3,570 | $0 | 0 | D | ||||
| 2008 Deferred Stock Unit Award | (9) | 10/02/2010 | 10/01/2010 | D | 7,650(3) | (10) | (10) | Common Stock | 7,650 | $0 | 0 | D | |||
| 2009 Restricted Stock Unit Awards to Directors | (9) | 10/02/2010 | D | 3,950(3) | (11) | (11) | Common Stock | 3,950 | $0 | 0 | D | ||||
| Phantom Stock | (9) | 10/02/2010 | 10/01/2010 | D | 65,285(3) | (12) | (12) | Common Stock | 65,285 | $0 | 0 | D | |||
| Explanation of Responses: |
| 1. Pursuant to the Business Separation and Merger Agreement dated February 25, 2010 by and among Issuer, International CCE, Inc., The Coca-Cola Company and Cobalt Subsidiary LLC, (the "Merger Agreement"), all shares of the Issuer's common stock owned by Reporting Person were cancelled in exchange for an equal number shares of common stock of International CCE Inc., which will be renamed Coca-Cola Enterprises, Inc., ("ICCE") common stock per share of Coca-Cola Enterprises Inc. common stock, which exchange will occur on October 2, 2010 at 12:01 a.m. (the "Effective Time"). |
| 2. Pursuant to the Merger Agreement, each outstanding option to purchase a share of Issuer's common stock was cancelled at the Effective Time and converted to an option to purchase ICCE common stock |
| 3. Pursuant to the Merger Agreement, each Restricted Stock Unit or Phantom Share Unit granted under the Issuer's equity or deferred compensation plans was cancelled as of the Effective Time and converted to a restricted stock or phantom stock unit with respect to ICCE common stock. |
| 4. One-third per year after one, two and three years, measured from grant date; or upon death, disability or retirement. |
| 5. 02/26/2007 |
| 6. Each deferred stock unit represents the contingent right to recieve one share of the company's common stock. |
| 7. Stock units will vest on April 1, 2008. Underlying shares will be distributed upon the grantee's termination of service with the board. |
| 8. Distributed upon retirement or termination of service. |
| 9. 1 for 1 |
| 10. Stock units vested on April 1, 2009. Underlying shares will be distributed upon the filer's termination of service with the board. |
| 11. Stock units vested on April 1, 2010. Underlying shares will be distributed upon the filer's termination of service with the board. |
| 12. Phantom Stock acquired pursuant to a deferred compensation agreement between the reporting person and the Company. Payment of the number of shares or the value thereof credited to the account occurs pursuant to the filer's distribution elections under the deferred compensation agreement. |
| Remarks: |
| By: William T. Plybon, Attorney-in-Fact | 10/01/2010 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||