ThZeal - The Zeal

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^*

KING ROBERT C

(Last)

(First)

(Middle)

THE PEPSI BOTTLING GROUP, INC.

ONE PEPSI WAY

(Street)

SOMERS

10589

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2006

3. Issuer Name and Ticker or Trading Symbol
PEPSI BOTTLING GROUP INC [ PBG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, PBG North America

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	13,768⁽¹⁾	D
Common Stock	11,668	I	By 401(k) Plan⁽²⁾

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)
Officer Stock Options (Right to Buy)	⁽³⁾	03/29/2014	Common Stock	51,254	$29.5	D
Officer Stock Options (Right to Buy)	⁽⁴⁾	02/28/2015	Common Stock	55,221	$28.25	D
Officer Stock Options (Right to Buy)	⁽⁵⁾	02/29/2016	Common Stock	40,928	$29.32	D
Phantom Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	1,548⁽⁷⁾	⁽⁸⁾	D

Explanation of Responses:

1. This number reflects the number of restricted stock units granted to the reporting person. Restricted stock units are calculated on a one unit for one share basis. The vesting with respect to these restricted stock units is contingent upon the achievement of a pre-established earnings per share performance target as well continued employment through March 1, 2009. This number also includes 125 restricted stock units accumulated as a result of dividend equivalents credited to the executive at the same time and in the same amount as dividends were paid to shareholders of Common Stock in accordance with the governing restricted stock unit agreement.

2. 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 December 11, 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 December 11, 2006.

3. The vesting schedule with respect to this 2004 Stock Option award is as follows: 25% of the options vested and became exercisable on March 30, 2005; 25% of the options vested and became exercisable on March 30, 2006; and the remaining 50% of the options vest and become exercisable on March 30, 2007.

4. The vesting schedule with respect to this 2005 Stock Option award is as follows: 25% of the options vested and became exercisable on March 30, 2006; 25% of the options vest and become exercisable on March 30, 2007; and the remaining 50% of the options vest and become exercisable on March 30, 2008.

5. The vesting schedule with respect to this 2006 Stock Option award is as follows: 33% of the options vest and become exercisable on March 1, 2007; 33% of the options vest and become exercisable on March 1, 2008; and the remaining 34% of the options vest and become exercisable on March 1, 2009.

6. These dates are governed by the standard terms of the Company's Executive Income Deferral Plan (the "EID Plan") and specific elections made by the reporting person.

7. Reflects the number of PBG Phantom Stock units held in the reporting person's account under the EID Plan as of December 11, 2006. The number of units was calculated by dividing the dollar value of the reporting person's holdings in the PBG Phantom Stock fund by the closing price of PBG Common Stock on December 11, 2006.

8. Each Phantom Stock Unit entitles the reporting person to receive the cash equivalent of one share of PBG Common Stock.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	12/21/2006
	** 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 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).
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.