Form 5

FORM 5

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

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    Form 3 Holdings Reported
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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*

ASTRIKE GEORGE W

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

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

CHAIRMAN OF THE BOARD                             

(Last)      (First)     (Middle)

3347 LAKESIDE DR
 

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

305-36-2666

4. Statement for
Month/Year
12/2002

(Street)

JASPER, IN 47546

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

4/9/02

 

F

11046

D

$16.75

 

D

 

COMMON STOCK

4/9/02

 

M

6833

A

$14.63

 

D

 

COMMON STOCK

4/9/02

 

M

5830

A

$14.59

 

D

 

COMMON STOCK

6/3/02

 

A

876

A

$16.45

25020(1)

D

 

COMMON STOCK

 

 

 

 

 

 

1041(1)

I

HELD IN IRA
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

NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY)

$16.45

6/3/02

 

A

1000(2)

 

6/3/02

6/3/12

COMMON STOCK

1000

 

1050(3)

D

 

NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY)

$16.75

4/9/02

 

A

11046(2)

 

4/9/03

4/19/03

COMMON STOCK

11046

 

11598(4)

D

 

NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY)

$14.63

4/9/02

 

M

 

6833(5)

1/6/97

4/19/03

COMMON STOCK

6833

 

0

D

 

NON-EMPLOYEE DIRECTOR STOCK OPTION (RIGHT TO BUY)

$14.59

4/9/02

 

M

 

5830(5)

1/28/97

4/19/03

COMMON STOCK

5830

 

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) Options granted under the German American Bancorp Long-Term Equity Incentive Plan
(3) 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
(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 $15.95.
(5) The options that were exercised were granted under the German American Bancorp 1992 Long-Term Equity Plan.
  By: /s/ Mark A Schroeder POA for George Astrike
              
**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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