FORM 5

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

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

SCHROEDER MARK A

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

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

PRESIDENT / CEO                                   

(Last)      (First)     (Middle)

1926 N 600 W
 

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

312-62-9322

(Street)

JASPER, IN 47546

(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

2840

D

$16.08

D

COMMON STOCK

2/15/02

M

2000

A

$14.63

D

COMMON STOCK

2/15/02

M

1276

A

$12.87

D

COMMON STOCK

6/3/02

A

438

A

$16.45

19831⁽¹⁾

D

COMMON STOCK

5508.0211⁽²⁾

D

JT WITH SPOUSE

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)

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 DIRECTOR STOCK OPTION (RIGHT TO BUY)

$16.45

6/3/02

A

1000⁽³⁾

6/3/02

6/3/12

COMMON STOCK

1000

1050⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.45

6/3/02

A

9371⁽³⁾

 ⁽⁵⁾

6/3/07

COMMON STOCK

9371

9839⁽⁴⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$16.08

2/15/02

A

2840⁽³⁾

2/15/03

4/19/03

COMMON STOCK

2840

2982⁽⁶⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$14.63

2/15/02

M

2000⁽⁸⁾

1/16/97

4/19/03

COMMON STOCK

2000

2373⁽⁷⁾

D

EMPLOYEE STOCK OPTION (RIGHT TO BUY)

$12.87

2/15/02

M

1276⁽⁸⁾

7/15/96

4/19/03

COMMON STOCK

1276

0

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.
(2) Reflects additional shares acquired by husband and wife pursuant to a five percent stock dividend to shareholders of record November 30, 2002 and payable on December 15, 2002, shares allocated pursuant to a dividend reinvestment program, as well as shares acquired pursuant to an Employee Stock Purchase Plan.
(3) Options granted under the German American Bancorp 1999 Long-Term Equity Incentive Plan
(4) 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 $15.67
(5) The option is exercisable in increments of the option granted of each of the first five anniversary dates of the Grant Date.
(6) 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.
(7) 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 precent stock dividends.
(8) The options that were exercised were granted under the German American Bancorp 1992 Long-Term Equity Plan.

**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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