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*
BROUGHTON GEORGE W

(Last) (First) (Middle)
138 PUTNAM STREET
P.O. BOX 738

(Street)
MARIETTA OH 45750

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP INC [ PEBO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2005
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 02/16/2005 M 200 A $13.231 148,798 D
Common Stock 02/16/2005 G 200 D $0 148,598 D
Common Stock 7,666 I As Custodian
Common Stock 16,637 I As Trustee
Common Stock 558 I by Corporation
Common Stock 105 I by Daughter
Common Stock 16,333 I by Spouse(1)
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
Non-Qualified Stock Option (right to buy) $13.23 02/16/2005 M 200 10/10/1997(2) 04/10/2007 Common Stock 200 $0 842 D
Deferred Compensation (3) 08/08/1988(3) (3) Common Stock 1,203 1,203 D
Non-Qualified Stock Option (right to buy) $13.483 04/13/2000 04/13/2010 Common Stock 1,730 1,730 D
Non-Qualified Stock Option (right to buy) $15.449 10/15/1999(4) 04/15/2009 Common Stock 1,255 1,255 D
Non-Qualified Stock Option (right to buy) $21.302 04/08/1998 04/09/2008 Common Stock 1,729 1,729 D
Non-Qualified Stock Option (right to buy) $21.705 04/10/2004 04/10/2013 Common Stock 1,155 1,155 D
Non-Qualified Stock Option (right to buy) $24.533 04/11/2003 04/11/2012 Common Stock 1,155 1,155 D
Non-Qualified Stock Option (right to buy) $27.511 04/08/2005 04/08/2014 Common Stock 1,155 1,155 D
Explanation of Responses:
1. Reporting person disclaims beneficial ownership of these shares.
2. 20% vested six-months from date of grant; thereafter, 20% annual vesting from date of grant.
3. Shares are only payable subsequent to termination of service pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.
4. 100% vested 6 months from date of grant.
By: Donald J. Landers For: George W. Broughton 02/16/2005
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.