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)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2009

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	11/11/2009		M		145,743	A	$25.25	591,344	D
Common Stock	11/11/2009		M		223,404	A	$23.5	814,748	D
Common Stock	11/11/2009		S		145,743⁽¹⁾	D	$38⁽²⁾	669,005	D
Common Stock	11/11/2009		S		223,404⁽¹⁾	D	$38⁽²⁾	445,601⁽³⁾	D
Common Stock								8,947	I	By 401(k) Plan⁽⁴⁾

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)	$25.25	11/11/2009		M			145,743⁽⁵⁾	03/30/2005	03/29/2012	Common Stock	145,743	$0.00⁽⁶⁾	0	D
Officer Stock Options (Right to Buy)	$23.5	11/11/2009		M			223,404⁽⁵⁾	03/30/2006	03/29/2013	Common Stock	223,404	$0.00⁽⁶⁾	0	D

Explanation of Responses:

1. The reporting person sold these shares of common stock which were acquired as a result of the exercise of stock options (as reflected in Table II). The sale was conducted pursuant to a Rule 10b5-1 trading plan, which became effective October 13, 2009.

2. The shares with respect to this transaction were sold at prices ranging from $37.89 to $38.08. Upon request, the reporting person will provide to the Securities and Exchange Commission staff, the Company, or a security holder of the Company, full information regarding the number of shares sold at each separate price.

3. This number includes 4,865 restricted stock units ("RSUs") accumulated as a result of dividend equivalents credited to the reporting person on various dates between March 31, 2009 and September 30, 2009 at the same time and in the same amount as dividends were paid to shareholders of common stock in accordance with the agreement governing the reporting person's RSU awards.

4. 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 10, 2009. 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 10, 2009.

5. The exercise of these stock options was conducted pursuant to a Rule 10b5-1 trading plan, which became effective October 13, 2009.

6. There is no price for this derivative security.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	11/13/2009
	** 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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