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^*

PEPSICO INC

(Last)

(First)

(Middle)

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEPSIAMERICAS INC/IL/ [ PAS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, Par Value $0.01	01/02/2008		S⁽¹⁾		600	D	$32.59	36,713,024	I⁽¹⁾	Through Pepsi-Cola Metropolitan Bottling Company, Inc.⁽²⁾
Common Stock, Par Value $0.01	01/02/2008		S		800	D	$32.65	36,712,224	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		300	D	$32.66	36,711,924	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		300	D	$32.68	36,711,624	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		400	D	$32.7	36,711,224	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		600	D	$32.71	36,710,624	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		600	D	$32.72	36,710,024	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		200	D	$32.73	36,709,824	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		200	D	$32.74	36,709,624	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		300	D	$32.78	36,709,324	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		300	D	$32.79	36,709,024	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		500	D	$32.81	36,708,524	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		400	D	$32.82	36,708,124	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		900	D	$32.83	36,707,224	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		4,000	D	$32.84	36,703,224	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,700	D	$32.85	36,701,524	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,700	D	$32.86	36,699,824	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		900	D	$32.87	36,698,924	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		400	D	$32.88	36,698,524	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,200	D	$32.89	36,697,324	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,300	D	$32.9	36,696,024	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		2,900	D	$32.91	36,693,124	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,500	D	$32.92	36,691,624	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		600	D	$32.93	36,691,024	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,300	D	$32.94	36,689,724	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		200	D	$32.95	36,689,524	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		2,000	D	$32.96	36,687,524	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		1,500	D	$32.97	36,686,024	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01	01/02/2008		S		2,400	D	$32.98	36,683,624	I	Through Pepsi-Cola Metropolitan Bottling Company, Inc.
Common Stock, Par Value $0.01								20,550,046	I	See Footnote⁽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)

1. Name and Address of Reporting Person^*

PEPSICO INC

(Last)

(First)

(Middle)

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Pepsi-Cola Metropolitan Bottling Company, Inc.

(Last)

(First)

(Middle)

700 ANDERSON HILL ROAD

(Street)

PURCHASE

10577

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. All sales listed on this Form 4 for January 2, 2008 reflect sales by Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metro"), a wholly-owned subsidiary of PepsiCo, Inc. ("PepsiCo").

2. See further explanation under Remarks section.

3. Shares beneficially owned by PepsiCo, through other wholly owned subsidiaries not including Metro.

Remarks:

Form 2 of 3 dated January 4, 2008. PepsiCo, Inc. ("PepsiCo) owned the common stock ("Common Stock") of PepsiAmericas, Inc. reported on this Form 4 as being sold through Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metro"). All shares of Common Stock currently beneficially owned by PepsiCo have been beneficially owned by PepsiCo since December 29, 2000, as reflected in the Form 3 (the "PepsiCo Form 3") filed with the Securities and Exchange Commission (the "SEC") on January 5, 2001. Except for the transactions reported in this Form 4, PepsiCo's beneficial ownership of such shares of Common Stock has not changed since December 29, 2000 (excluding changes in form of beneficial ownership within the meaning of rule 16a-13 under the Securities Exchange Act of 1934, as amended), and there have been no transactions in such shares of Common Stock outside of PepsiCo and its wholly-owned subsidiaries since December 29, 2000, other than transactions incident to the redemption of membership interests in Dakota Holdings, LLC (the "LLC") pursuant to a redemption agreement dated November 27, 2002 among the LLC, PepsiCo, Metro and certain other parties, pursuant to which PepsiCo's wholly-owned subsidiaries acquired direct beneficial ownership of 2,469,755 shares of Common Stock previously beneficially owned by them indirectly through the LLC and previously reported on the PepsiCo Form 3, as described in Amendment No. 2 to Schedule 13D filed with the SEC on December 3, 2002 by the LLC, Pohlad Companies and PepsiCo with respect to their beneficial ownership of shares of Common Stock.

	/s/ Thomas H. Tamoney, Jr.	01/04/2008
	Thomas H. Tamoney, Jr.	01/04/2008
	** 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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