COCA COLA CO — Director's Dealing 2011

Feb 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO (KO)
CIK: 0000021344
Period of Report: 2011-02-17

Reporting Person: CAHILLANE STEVEN A (Pres/CEO, CC Refreshments USA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-17	Common Stock, $.25 Par Value	A	30016	—	Acquired	196077	Direct
2011-02-17	Common Stock, $.25 Par Value	A	57448	—	Acquired	253525	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-17	Employee Stock Option (Right to Buy)	$63.995	A	243800	Acquired	2021-02-16	Common Stock, $.25 Par Value (243800)	Direct

Footnotes

F1: These shares represent the common stock of The Coca-Cola Company issuable upon vesting of performance share units granted on October 31, 2007 when the reporting person was employed by Coca-Cola Enterprises Inc. ("CCE"). Pursuant to the Business Separation and Merger Agreement dated February 25, 2010 by and among CCE, International CCE, Inc., The Coca-Cola Company and Cobalt Subsidiary LLC (the "Merger Agreement"), outstanding restricted stock units and performance share units held by the reporting person were cancelled as of October 2, 2010 at 12:01 a.m. (the "Effective Time") and converted to that number of restricted stock units and performance share units of The Coca-Cola Company obtained by multiplying the number of restricted stock units and performance share units granted by CCE by 0.53788904.

F2: These shares represent the common stock of The Coca-Cola Company issuable upon vesting of performance share units granted on November 4, 2009 when the reporting person was employed by CCE. Pursuant to the Merger Agreement, outstanding restricted stock units and performance share units held by the reporting person were cancelled as of the Effective Time and converted to that number of restricted stock units and performance share units of The Coca-Cola Company obtained by multiplying the number of restricted stock units and performance share units granted by CCE by 0.53788904.

F3: Option (with tax withholding right) granted on February 17, 2011 under The Coca-Cola Company 2008 Stock Option Plan. One-fourth of grant becomes exercisable on each of the first, second, third and fourth anniversaries of the grant date.