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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BERISFORD JOHN L

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2010

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	02/11/2010		M		29,831	A	$29.5	115,436	D
Common Stock	02/11/2010		M		55,221	A	$28.25	170,657	D
Common Stock	02/11/2010		M		23,214	A	$28	193,871	D
Common Stock	02/11/2010		M		40,928	A	$29.32	234,799	D
Common Stock	02/11/2010		S		29,831⁽¹⁾	D	$37.69⁽²⁾	204,968	D
Common Stock	02/11/2010		S		55,221⁽¹⁾	D	$37.69⁽²⁾	149,747	D
Common Stock	02/11/2010		S		23,214⁽¹⁾	D	$37.69⁽²⁾	126,533	D
Common Stock	02/11/2010		S		40,928⁽¹⁾	D	$37.69⁽²⁾	85,605	D
Common Stock								6,277	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)	$29.5	02/11/2010		M			29,831	03/30/2007	03/29/2014	Common Stock	29,831	$0.00⁽⁴⁾	0	D
Officer Stock Options (Right to Buy)	$28.25	02/11/2010		M			55,221	03/30/2008	02/28/2015	Common Stock	55,221	$0.00⁽⁴⁾	0	D
Officer Stock Options (Right to Buy)	$28	02/11/2010		M			23,214	03/30/2008	03/27/2015	Common Stock	23,214	$0.00⁽⁴⁾	0	D
Officer Stock Options (Right to Buy)	$29.32	02/11/2010		M			40,928	03/01/2009	02/29/2016	Common Stock	40,928	$0.00⁽⁴⁾	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).

2. The shares with respect to this transaction were sold at prices ranging from $37.65 to $37.76. 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. 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 February 12, 2010. 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 February 12, 2010.

4. There is no price for this derivative security.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	02/16/2010
	** 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.