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^*

CAHILL JOHN T

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/30/2007

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	03/30/2007		M		147,700	A	$29.5	429,387	D
Common Stock	03/30/2007		S		147,700⁽¹⁾	D	$31.8⁽²⁾	281,687⁽³⁾	D
Common Stock								2,408	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)	$29.5	03/30/2007		M			147,700⁽⁵⁾	⁽⁶⁾	03/29/2014	Common Stock	147,700	$0.00	74,757⁽⁷⁾	D

Explanation of Responses:

1. The sale of 147,700 shares of common stock that were acquired as a result of the exercise of stock options reflected in Table II was conducted pursuant to a Rule 10b5-1 Sales Plan, which became effective on July 24, 2006.

2. The price of $31.80 is the average sales price of all shares sold on March 30, 2007. The shares were sold at prices ranging from $31.59 to $31.94.

3. This number includes 1,176 RSUs accumulated as a result of dividend equivalents credited to the reporting person between March 31, 2006 and January 2, 2007 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 March 1, 2006 RSU award.

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 March 30, 2007. 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 March 30, 2007.

5. The exercise of 147,700 stock options was conducted pursuant to a Rule 10b5-1 Sales Plan, which became effective on July 24, 2006.

6. The stock options became exercisable as follows: 25% on March 30, 2005; 25% on March 30, 2006; and 50% on March 30, 2007.

7. The total number of derivative securities owned following this transaction is 74,757. The Form 4 filed by the reporting person on July 26, 2006 inadvertently reflected zero (0) as the number of derivative securities beneficially owned following the disposal of 222,458 Officer Stock Options on July 26, 2006. That number should have been 222,457.

Remarks:

	/s/ David Yawman, Attorney-in-Fact	04/03/2007
	** 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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