Kent Ahmet Muhtar Form 4 COCA COLA / Ahmet Muhtar Kent ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kent Ahmet Muhtar

(Last) (First) (Middle)

THE COCA-COLA COMPANY

ONE COCA-COLA PLAZA

(Street)

ATLANTA GA 30313

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
COCA COLA CO [ KO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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, $.25 Par Value	02/23/2018		M		578,704	A	$29.0548	1,335,214	D
Common Stock, $.25 Par Value	02/23/2018		M		1,265,822	A	$25.265	2,601,036	D
Common Stock, $.25 Par Value	02/23/2018		F		1,441,107	D	$43.86	1,159,929	D
Common Stock, $.25 Par Value								85,443(1)	I	By 401(k) Plan
Common Stock, $.25 Par Value								129,000	I	By Trust(2)
Common Stock, $.25 Par Value								134,000	I	By Wife's Trust(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
Employee Stock Option (Right to Buy)	$29.0548(4)	02/23/2018		M			578,704	(5)	07/16/2018	Common Stock, $.25 Par Value	578,704	$0	0	D
Employee Stock Option (Right to Buy)	$25.265	02/23/2018		M			1,265,822	(6)	07/16/2018	Common Stock, $.25 Par Value	1,265,822	$0	0	D
Hypothetical Shares	$0(7)							(8)	(8)	Common Stock, $.25 Par Value	71,474		71,474(9)	I	By Supplemental 401(k) Plan

Explanation of Responses:

1. Shares credited to my account under The Coca-Cola Company 401(k) Plan, as of February 23, 2018.

2. These shares are held in trust for the benefit of the reporting person's wife and children. An independent trust company is trustee of the trust. The filing of this report is not an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.

3. These shares are held in trust for the benefit of the reporting person and his children. An independent trust company is trustee of the trust.

4. The exercise price is 15% in excess of the average of the high and low market prices on July 17, 2008.

5. Option (with tax withholding right) granted on July 17, 2008 under The Coca-Cola Company 2008 Stock Option Plan. Grant became exercisable in its entirety on the fourth anniversary of the grant date.

6. Option (with tax withholding right) granted on July 17, 2008 under The Coca-Cola Company 2008 Stock Option Plan. One-fourth of grant became exercisable on the first, second, third and fourth anniversaries of the grant date.

7. Each hypothetical share is equal to one share of Common Stock of The Coca-Cola Company.

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

9. As of February 23, 2018.

	Muhtar Kent	02/26/2018
	** 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).
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