Form 5

FORM 5

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

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    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

EWING CLAY W

2. Issuer Name and Ticker or Trading Symbol
GERMAN AMERICAN BANCORP GABC

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

EXECUTIVE VICE PRESIDENT                          

(Last)      (First)     (Middle)

ONE TWELFTH ST
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

303-64-8327

4. Statement for
Month/Year
12/2002

(Street)

TELL CITY, IN 47553

5. If Amendment,
Date of Original
(Month/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

COMMON STOCK

2/15/02

 

F

336

D

$16.08

 

D

JT WITH SPOUSE

COMMON STOCK

2/15/02

 

M

411

A

$13.15

 

D

JT WITH SPOUSE

COMMON STOCK

12/30/02

 

J

3.7196(2)

D

 

0.00

D

JT WITH SPOUSE

COMMON STOCK

12/30/02

 

J

3.7196(2)

A

 

3113.3788(1)

D

 

COMMON STOCK

 

 

 

 

 

 

4196.7(1)

I

HELD IN RETIREMENT ACCT
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FORM 5 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

 

A

3625(3)

 

 (4)

2/15/07

COMMON STOCK

3625

 

3806(5)

D

 

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

 

A

336(3)

 

2/15/03

7/1/05

COMMON STOCK

336

 

352(5)

D

 

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$13.15

2/15/02

 

M

 

411(7)

7/1/00

7/1/05

COMMON STOCK

411

 

9408(6)

D

 

Explanation of Responses:

(1) Reflects additional shares acquired pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002 as well as shares allocated pursuant to a dividend reinvestment program, as well as shares acquired pursuant to an Employee Stock Purchase Plan.
(2) Transfer of shares from joint account with spouse to Clay's name only
(3) Options granted under the German American Bancorp 1999 Long-Term Equity Plan
(4) The option is exercisable in increments of the option granted on each of the first five anniversary dates of the Grant Date
(5) Reflects adjustment for additional shares issued pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002. The exercise price is adjusted also in connection with the five percent stock dividend to a price of $15.31.
(6) Reflects adjustment for additional shares issued pursuant to a five percent stock dividend program. The exercise price is adjusted also in connection with the five percent stock dividends.
(7) The options that were exercised were granted under the German American Bancorp 1999 Long-Term Equity Plan.
  By: /s/ Clay W Ewing
              
**Signature of Reporting Person		 2/14/03
Date

**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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