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^*

HARRISON J FRANK III

(Last)

(First)

(Middle)

4100 COCA-COLA PLAZA

(Street)

CHARLOTTE

28211

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Coca-Cola Consolidated, Inc. [ COKE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2019

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)

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)
Class B Common Stock	⁽¹⁾	03/05/2019		A		34,700⁽²⁾		⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾	$0.00	406,096	D
Class B Common Stock	⁽¹⁾	03/05/2019		F			15,476⁽⁵⁾	⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾	$248.42	390,620	D
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		535,178	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		535,178	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		535,178	I	See Footnote⁽⁶⁾
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		78,596	I	See Footnote⁽⁷⁾
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		78,595	I	See Footnote⁽⁸⁾
Class B Common Stock	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	⁽¹⁾		78,595	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Class B Common Stock is convertible into Common Stock, on a share-for-share basis, at any time at the option of the holder.

2. Represents shares delivered upon the vesting of 34,700 performance-based restricted stock units.

3. Immediately.

4. None.

5. Represents shares withheld to satisfy the reporting person's tax liability in connection with the vesting of 34,700 performance-based restricted stock units.

6. Such shares are held directly by one of three family limited partnerships (the "Family LPs"). A family limited liability company (the "Family LLC") holds a general partnership interest in each of the Family LPs. A family trust, of which the reporting person is a co-trustee and beneficiary, holds a membership interest in the Family LLC. A residuary sub-trust, of which the reporting person is a co-trustee and beneficiary, also holds a membership interest in the Family LLC. Two residuary sub-trusts, each of which the reporting person is a co-trustee, also hold membership interests in the Family LLC. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein.

7. Such shares are held directly by a sub-trust of which the reporting person is a co-trustee and beneficiary.

8. Such shares are held directly by a sub-trust of which the reporting person is a co-trustee and certain family members are beneficiaries. The reporting person disclaims beneficial ownership in all of these securities except to the extent of his pecuniary interest therein.

Remarks:

	/s/ J. Frank Harrison, III	03/07/2019
	** 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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