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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Pepsi-Cola Metropolitan Bottling Company, Inc. 700 ANDERSON HILL ROAD PURCHASE, NY 10577 |
X |
/s/ Thomas H. Tamoney, Jr. | 12/20/2007 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 11/27/02 acquisition of 2,045,598 shares of Common Stock: On November 27, 2002, the LLC agreed pursuant to the Redemption Agreement to redeem the entire membership interests of Metro in the LLC in exchange for 2,045,598 shares of Common Stock and certain other assets of the LLC on or before January 15, 2003, as described in the Schedule 13D. |
(2) | 5/29/07 acquisition of 20,276,322 shares of Common Stock: On May 29, 2007, Metro merged with and into another wholly-owned subsidiary of PepsiCo. Metro, as the surviving corporation of such merger, acquired beneficial ownership of 20,276,322 shares of Common Stock previously held by such other wholly-owned subsidiary of PepsiCo. |
(3) | 6/13/07 acquisition of 500 shares of Common Stock: On June 13, 2007, PepsiCo contributed 500 shares of Common Stock to Metro. |
Remarks: Pepsi-Cola Metropolitan Bottling Company, Inc. ("Metro"), the filing person, is a wholly-owned subsidiary of PepsiCo, Inc. ("PepsiCo") and has been such at all times since December 29, 2000. All shares of common stock ("Common Stock") of PepsiAmericas, Inc. reflected in this Form 4 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 by PepsiCo. 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). 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 (the "Redemption Agreement") dated November 27, 2002 among the LLC, Metro, PepsiCo and certain other parties, pursuant to which PepsiCo's wholly-owned subsidiaries acquired direct beneficial ownership of shares of Common Stock previously beneficially owned by them indirectly through the LLC and previously reported on the PepsiCo Form 3, and as described in Amendment No. 2 to Schedule 13D (the "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. The transactions reported in this Form 4 are more fully described in footnotes (1), (2), and (3) below. |