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^*

FOSS ERIC J

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/07/2006

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	11/07/2006		M		65,364	A	$19.5	242,738	D
Common Stock	11/07/2006		S		65,364⁽¹⁾	D	$32.14⁽²⁾	177,374	D
Common Stock	11/07/2006		M		100,000	A	$20.5	277,374	D
Common Stock	11/07/2006		S		100,000⁽¹⁾	D	$32.14⁽²⁾	177,374	D
Common Stock								5,734	I	By 401(k) Plan⁽³⁾

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)
Officer Stock Options (Right to Buy)	$19.5	11/07/2006		M			65,364⁽⁴⁾	02/01/2001	02/01/2011	Common Stock	65,364	$0.00⁽⁵⁾	0	D
Officer Stock Options (Right to Buy)	$20.5	11/07/2006		M			100,000⁽⁴⁾	⁽⁶⁾	03/29/2011	Common Stock	100,000	$0.00⁽⁵⁾	60,000	D

Explanation of Responses:

1. The sales of 65,364 and 100,000 shares of common stock that were acquired as a result of the exercise of options as reflected in Table II were effected pursuant to a Rule 10b5-1 trading plan, which became effective August 22, 2006.

2. The price of $32.14 is the average sales price of all shares sold on November 7, 2006. The shares were sold at prices ranging from $32.00 to $32.28.

3. 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 November 7, 2006. 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 November 7, 2006.

4. The exercises of 65,364 and 100,000 stock options were effected pursuant to a Rule 10b5-1 trading plan, which became effective on August 22, 2006.

5. There is no price for this derivative security.

6. This Stock Option award was granted on February 1, 2001 and became vested and exercisable as follows: 25% on March 30, 2002; 25% on March 30, 2003; and the remaining 50% on March 30, 2004.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	11/09/2006
	** 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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