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*

German, Michael I.

2. Issuer Name and Ticker or Trading Symbol
Energy East Corporation (EAS)

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

Senior Vice President, Energy East Management Corporation, an affiliate company of Energy East Corporation

(Last)      (First)     (Middle)

Energy East Management Corporation
81 State Street, 5th Floor, Stephens Square

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

 

4. Statement for
Month/Year
December 31, 2002

(Street)

Binghamton, NY 13903-3133

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

 

 

 

 

 

 

29546.5289(1)

D

 

Common Stock

 

 

 

 

 

 

1198.4850(2)

I

By 401(k) Plan

Common Stock of NEON Communications, Inc. (NOPT) (9)

 

 

 

 

 

 

1000.0000

D

 
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).

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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

Employee Stock Option (right to buy) / SAR (3)

10.8750

 

 

 

 

 

11/21/97

5/21/07

Common Stock

30000.000

 

30000.000

D

 

Employee Stock Option (right to buy) / SAR (3)

17.9375

 

 

 

 

 

 (4)

2/5/08

Common Stock

100000.000

 

100000.000

D

 

Employee Stock Option (right to buy) / SAR (3)

28.7188

 

 

 

 

 

6/7/99

5/21/07

Common Stock

10918.000

 

10918.000

D

 

Employee Stock Option (right to buy) / SAR (3)

26.7188

 

 

 

 

 

 (5)

2/19/09

Common Stock

100000.000

 

100000.000

D

 

Employee Stock Option (right to buy) / SAR (3)

23.0625

 

 

 

 

 

 (6)

2/11/10

Common Stock

100000.000

 

100000.000

D

 

Employee Stock Option (right to buy) / SAR (3)

18.5500

 

 

 

 

 

 (7)

2/1/11

Common Stock

80000.000

 

80000.000

D

 

Employee Stock Option (right to buy) / SAR (3)

19.6200

2/8/02

 

A

70000.000

 

 (8)

2/8/12

Common Stock

70000.000

 

70000.000

D

 

NEON Communicatons, Inc., EE Stock Option (right to buy)(9)

14.3130

 

 

 

 

 

 (9)

 (9)

Common Stock

18731.000

 

18731.000

D

 

NEON Communicatons, Inc., EE Stock Option (right to buy)(9)

4.7500

 

 

 

 

 

 (9)

 (9)

Common Stock

21335.0000

 

21335.0000

D

 

Explanation of Responses:

(1) Includes equity securities acquired with reinvested dividends which are exempt from reporting under Rule 16a-11.
(2) Includes equity securities acquired with participant contributions, Company matching fund contributions, and reinvested dividends pursuant to the common stock fund of the Company's 401(k) Plan which are exempt from reporting.
(3) The Stock Appreciation Right (SAR) was issued in tandem with an Employee Stock Option (right to buy). The exercise of a SAR will result in the corresponding cancellation of the Employee Stock Option (right to buy) to the extent of the number of shares of the Company's Common Stock as to which SARs are exercised. The exercise of the Employee Stock Option (right to buy) will result in the corresponding cancellation of a SAR to the extent of the number of shares of the Company's Common Stock as to which the Employee Stock Option (right to buy) is exercised.
(4) The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on January 1, 1999; (b) in aggregate as to no more than 66 2/3% on January 1, 2000; and (c) on January 1, 2001 as to 100% of all options which have not been previously exercised.
(5) The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 19, 1999; (b) in aggregate as to no more than 66 2/3% on January 1, 2000; and (c) on January 1, 2001 as to 100% of all options which have not been previously exercised.
(6) The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 11, 2000; (b) in aggregate as to no more than 66 2/3% on January 1, 2001; and (c) on January 1, 2002 as to 100% of all options which have not been previously exercised.
(7) The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 1, 2001; (b) in aggregate as to no more than 66 2/3% on January 1, 2002; and (c) on January 1, 2003 as to 100% of all options which have not been previously exercised.
(8) The option is exercisable in three installments regarding the original number of options granted as follows: (a) in aggregate as to no more than 33 1/3% on February 8, 2002; (b) in aggregate as to no more than 66 2/3% on January 1, 2003; and (c) on January 1, 2004 as to 100% of all options which have not been previously exercised.
(9) The common stock and stock options of NEON Communications, Inc. have no value to the beneficially owner as a result of backruptcy proceedings regarding NEON Communications, Inc. The beneficial owner received no monetary consideration regarding the common stock and stock options of NEON Communications, Inc. NEON Communications, Inc. was a subsidiary corporation of Energy East corporation.
  By: /s/ Michael I. German
              
**Signature of Reporting Person		 01/29/03
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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