COCA COLA CO — Director's Dealing 2012

Apr 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO (KO)
CIK: 0000021344
Period of Report: 2012-03-30

Reporting Person: KEOUGH DONALD R /NY (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock, $.25 Par Value	G	420088	—	Disposed	420088	Indirect
2011-12-31	Common Stock, $.25 Par Value	G	420088	—	Disposed	420088	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-30	Phantom Stock Units	$0	A	1874.88	Acquired		Common Stock, $.25 Par Value (1874.88)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 Par Value	4484000	Direct
Common Stock, $.25 Par Value	6000	Indirect

Footnotes

F1: The reporting person transferred his economic interest in two limited liability companies to his wife thereby giving her sole investment control over the shares held by these two limited liability companies. The reporting person has previously reported beneficial ownership of 420,088 shares held by three limited liability companies in which the reporting person owned an economic interest. Following the transfer, the reporting person remained the indirect owner of all 420,088 shares held by the three limited liability companies.

F2: The reporting person's wife has investment control over the shares held by two limited liability companies. The reporting person and his wife have investment control over the shares held by a third limited liability company. A majority of the economic interest in these limited liability companies is held by the reporting person's children. The reporting person disclaims beneficial ownership of the shares of common stock of The Coca-Cola Company held by these limited liability companies except to the extent of his pecuniary interest therein.

F3: The reporting person transferred his economic interest in a limited liability company to his wife thereby giving her sole investment control over the shares held by this limited liability company. The reporting person has previously reported beneficial ownership of 420,088 shares held by three limited liability companies in which the reporting person owned an economic interest. Following the transfer, the reporting person remained the indirect owner of all 420,088 shares held by the three limited liability companies.

F4: The reporting person's wife has investment control over the shares held by three limited liability companies. A majority of the economic interest in these limited liability companies is held by the reporting person's children. The reporting person disclaims beneficial ownership of the shares of common stock of The Coca-Cola Company held by these limited liability companies except to the extent of his pecuniary interest therein.

F5: These shares are held in a trust for the benefit of the reporting person's children. A management company in which the reporting person has a significant interest is the trustee and also owns one percent of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

F6: Each phantom share unit is economically equivalent to one share of Common Stock.

F7: Consists of 1695.49 phantom share units credited to the reporting person under The Coca-Cola Company Compensation and Deferred Compensation Plan for Non-Employee Directors (the "Directors' Plan") for 2012 compensation, which may include voluntary deferred compensation, and 179.39 phantom share units accrued under the Directors' Plan as a result of crediting phantom dividends.

F8: The phantom share units credited under the Directors' Plan are settled in cash the later of (i) January 15 of the year following the year in which the reporting person leaves the Board, or (ii) six months following the date on which the reporting person leaves the Board.