Leinenbach Keith A. Form 4 GERMAN AMERICAN BANCORP / Keith A. Leinenbach 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^*

Leinenbach Keith A.

(Last) (First) (Middle)

711 MAIN STREET

(Street)

JASPER IN 47546

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GERMAN AMERICAN BANCORP, INC. [ GABC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CHIEF CREDIT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								129	I	Held in IRA
Common Stock	03/15/2024		F		345(1)	D	$31.89	53,604	D
Common Stock	03/15/2024		F		501(2)	D	$31.89	53,103	D
Common Stock	03/15/2024		F		663(3)	D	$31.89	52,440	D
Common Stock	03/15/2024		A		5,209(4)	A	$0	57,649	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 844 shares of restricted stock granted under a March 15, 2021 award.

2. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 1,227 shares of restricted stock granted under a March 15, 2022 award.

3. Reflects shares surrendered by the Reporting Person to satisfy tax withholding obligations upon the vesting of 1,623 shares of restricted stock granted under a March 15, 2023 award.

4. Restricted stock granted pursuant to 2023 Executive Management Incentive Plan, subject to vesting in three approximately equal annual installments beginning on the first anniversary of the grant date. No consideration paid.

	/s/ Terri Eckerle, Attorney-in-Fact	03/18/2024
	** 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).
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