FORM 5 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 Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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

OMB APPROVAL OMB Number: 3235-0362 Expires: January 31, 2005 Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person * LETT J DAVID 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 500 N LINE ST 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2013 (Street) LOOGOOTEE, IN 47553 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (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. 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 08/08/2013   S 2,166 D $ 27.0758 0 (1) (2) (3) I By Mother Common Stock 11/15/2013   S 2,400 D $ 27.5 53,065 D   Common Stock 11/15/2013   S 100 D $ 27.545 52,965 D   Common Stock 11/15/2013   S 1,600 D $ 27.7 51,365 D   Common Stock 11/15/2013   S 500 D $ 27.71 50,865 D   Common Stock 11/15/2013   S 400 D $ 27.72 50,465 D   Common Stock 12/16/2013   A 351 A $ (4) 50,816 D   Common Stock             2,476 (5) I By Spouse Common Stock             886 I Joint with Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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 control number.

SEC 2270 (9-02)

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 Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LETT J DAVID 500 N LINE ST LOOGOOTEE, IN 47553	Â	Â	Â	Â

Signatures

/s/ J David Lett		01/29/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As a result of the August 8, 2013 open market sale of GABC shares for the account of the Mary Lett Estate that is reported on this Form 5, the brokerage account holding shares for the account of Mr. Lett's mother's estate no longer held any shares of GABC. Mr. Lett cannot account specifically for the disposition of 5,172 other shares that Mr. Lett had previously reported on his Form 4 statements of beneficial ownership as being held in this brokerage account since 2006, but believes that these other shares were sold for the account of the Estate from time to time since inception of the brokerage account in 2006, when the brokerage account accepted transfer of a block of 34,340 shares of GABC.
(2)	Even if all of such 5,172 shares were sold from such account throughout the period of time elapsing since 2006, none of such sales would have been matchable at any time with any non-exempt purchases made by Mr. Lett or others whose transactions are reportable by him under Section 16, for purposes of determining whether any short swing trading liability might have arisen from such sales under Section 16(b) of the Securities Exchange Act of 1934, as amended.
(3)	This lack of any possible Section 16(b) liability can be demonstrated because Mr. Lett (and other persons whose transactions are reportable by him under Section 16(a)) at all times since 2006 has acquired beneficial ownership of GABC shares only in exempt transactions (A) under the GABC dividend reinvestment plan (through reinvestment of cash dividends) or (B) in transactions exempt under Rule 16b-3 (compensatory acquisitions as a result of Mr. Lett's service as a director of GABC during this time period). Therefore, there is no possibility of matching any such possible sales with a non-exempt purchase of GABC shares for the accounts of Mr. Lett or his related persons during this entire time period.
(4)	Restricted Stock - Price not applicable
(5)	Includes shares purchased pursuant to German American's dividend reinvestment plan

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.