COCA COLA CO — Director's Dealing 2013

Feb 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COCA COLA CO (KO)
CIK: 0000021344
Period of Report: 2013-02-21

Reporting Person: FAYARD GARY P (Executive Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-21	Common Stock, $.25 Par Value	A	110400	—	Acquired	188944	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-21	Employee Stock Option (Right to Buy)	$37.61	A	672311	Acquired	2023-02-20	Common Stock, $.25 Par Value (672311)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.25 Par Value	4054	Indirect
Common Stock, $.25 Par Value	142600	Indirect
Common Stock, $.25 Par Value	187900	Indirect
Common Stock, $.25 Par Value	21473	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Hypothetical Shares	$0		Common Stock, $.25 Par Value (29156)	29156	Indirect

Footnotes

F1: These shares represent common stock of The Coca-Cola Company issuable upon vesting of restricted stock units that were issued to the reporting person in connection with the attainment of the performance criterion underlying performance share units granted for the 2010-2012 performance period.

F2: These shares are held by a limited liability limited partnership ("Holdings LLLP") of which the Family LLC is the sole general partner and a trust for the benefit of the reporting person's wife and their children (the "Family Trust") is the sole limited partner. The reporting person's wife is trustee of the Family Trust.

F3: These shares are held by a limited liability limited partnership ("Investments LLLP") of which a limited liability company (the "Family LLC") is the sole general partner and two trusts for the benefit of the reporting person's children are the sole limited partners. The reporting person's children are the trustees and beneficiaries of their respective trusts. The reporting person and his wife are the sole owners of the Family LLC and the reporting person has investment control over the shares held by the Family LLC. The reporting person disclaims beneficial ownership of the shares of common stock of The Coca-Cola Company held by Investments LLLP except to the extent of his pecuniary interest therein.

F4: Shares credited to my account under The Coca-Cola Company 401(k) Plan, as of February 20, 2013.

F5: Option (with tax withholding right) granted on February 21, 2013 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.

F6: Each hypothetical share is equal to one share of common stock of The Coca-Cola Company.

F7: There is no data applicable with respect to the hypothetical shares.

F8: As of February 20, 2013.