FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rapp Steven M 		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, Gen. Counsel and Secy
(Last)          (First)          (Middle)

THE PEPSI BOTTLING GROUP, INC., ONE PEPSI WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/26/2010
(Street)

SOMERS,, NY 10589
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   2/26/2010     D    2   D   (1) 0   D    
Common Stock   2/26/2010     D    74204   D   (2) 0   D    
Common Stock   2/26/2010     D    2690   D   (3) 0   I   By 401(k) Plan   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   $30.85   2/26/2010     D         13226      (4)   (4) Common Stock   13226     (4) 0   D    
Stock Options   $34.33   2/26/2010     D         34955      (4)   (4) Common Stock   34955     (4) 0   D    
Stock Options   $18.72   2/26/2010     D         64103      (4)   (4) Common Stock   64103     (4) 0   D    
Phantom Stock Units     (5) 2/26/2010     D         8528      (5)   (5) Common Stock   8528     (5) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Agreement and Plan of Merger, dated as of August 3, 2009 among the Company, PepsiCo, Inc. ("PepsiCo") and Pepsi-Cola Metropolitan Bottling Company, Inc., a wholly owned subsidiary of PepsiCo ("Metro") (the "Merger Agreement"), each of these shares was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive approximately $18.25 in cash and 0.3216 of a share of PepsiCo common stock.
( 2)  Pursuant to the Merger Agreement, each Restricted Stock Unit ("RSU") and each RSU resulting from any associated Dividend Equivalent Unit ("DEU") credited with respect to such RSU was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive 0.6432 of a share of PepsiCo common stock (or cash in an amount equal to the value of such share) rounded down to the nearest whole share.
( 3)  Reflects the number of shares of PBG common stock held by the reporting person in the PBG common stock fund of the PBG 401(k) Plan as of February 25, 2010 and 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 25, 2010. Pursuant to the Merger Agreement, each share of PBG common stock was canceled at the effective time of the merger (February 26, 2010) and converted into the right to receive approximately $18.25 in cash and 0.3216 of a share of PepsiCo common stock.
( 4)  Pursuant to the Merger Agreement, each outstanding PBG stock option, whether or not exercisable or vested, was canceled at the effective time of the merger (February 26, 2010) and converted into an option to purchase the number of shares of PepsiCo common stock equal to the product of (a) the number of shares of PBG common stock subject to the PBG stock option and (b) .6140, rounded down to the nearest whole share. The exercise price per share of PepsiCo common stock subject to the new PepsiCo option will be equal to (a) the exercise price per share of PBG common stock under the PBG stock option divided by (b) .6140, rounded up to the nearest cent.
( 5)  Pursuant to the Merger Agreement, each PBG phantom stock unit held under the PBG Executive Income Deferral Program (the "EID Plan") was canceled at the effective time of the merger (February 26, 2010) and converted into PepsiCo phantom stock units of an equivalent value.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rapp Steven M
THE PEPSI BOTTLING GROUP, INC.
ONE PEPSI WAY
SOMERS,, NY 10589

SVP, Gen. Counsel and Secy

Signatures
/s/ David Yawman, Attorney-in-Fact 2/26/2010
** 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.
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