Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

WEINBERG DAVID B

(Last)

(First)

(Middle)

C/O JUDD ENTERPRISES

401 N. MICHIGAN AVE., SUITE 3050

(Street)

CHICAGO

60611

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.25 Par Value								3,540,000	I	By Family Limited Partnerships⁽¹⁾
Common Stock, $.25 Par Value	11/22/2024		G⁽²⁾		56,738	D	$0	0	I	By Marital Trust of Deceased Family Member⁽³⁾
Common Stock, $.25 Par Value								3,000,000	I	By Family Trusts⁽⁴⁾
Common Stock, $.25 Par Value	11/22/2024		G⁽⁵⁾		152,930	D	$0	0	I	By Estate Trust of Deceased Family Member⁽⁶⁾
Common Stock, $.25 Par Value	11/22/2024		G⁽⁷⁾		69,888	A	$0	727,902	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Share Units	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock, $.25 Par Value	66,394.3158		66,394.3158⁽¹⁰⁾	D

Explanation of Responses:

1. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

2. The transaction involved the pro rata distribution of securities from the marital trust of a deceased family member to the reporting person and other family members as indirect residuary beneficiaries of the trust.

3. The reporting person is one of three trustees and holds an indirect residuary interest in the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. The reported securities are held in three trusts of which the reporting person is one of three trustees. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. The transaction involved the pro rata distribution of securities from the estate trust of a deceased family member to the reporting person and other family members as residuary beneficiaries of the trust.

6. The reporting person is one of three trustees and holds a residuary interest in the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. The transaction involved the pro rata distribution of securities from both the marital trust and estate trust of a deceased family member to the reporting person as an indirect or direct residuary beneficiary of these trusts. This distribution merely changed the form of the reporting person's beneficial ownership of the distributed securities from indirect to direct and therefore was exempt from Section 16 by virtue of Rule 16a-13.

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

9. The phantom share units credited under The Coca-Cola Company Directors' Plan effective January 1, 2020 (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.

10. This number includes phantom share units accrued through October 1, 2024 under the Directors' Plan as a result of crediting phantom dividends.

	/s/ April Edwards, attorney-in-fact for David B. Weinberg	11/26/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.