Sec Form 4 Filing - PRICE ROBERT W @ PEOPLES BANCORP INC - 2010-07-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person PRICE ROBERT W 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) (Last) (First) (Middle) 138 PUTNAM STREET, P.O. BOX 738 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2010 (Street) MARIETTA, OH45750 4. If Amendment, Date Original Filed (MM/DD/YY) 6. 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. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01/2010 M( 2 ) 9,483 A $ 14.5 25,969 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: 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 Deferred Compensation ( 1 ) 07/01/2010 A 65 ( 1 ) ( 1 ) Common Stock 65 $ 14.5 9,483 D Deferred Compensation ( 1 ) 07/01/2010 M( 2 ) 9,483 ( 1 ) ( 1 ) Common Stock 9,483 $ 0 0 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) $ 21.705 04/10/2004 04/10/2013 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 Non-qualified Stock Option (Right to Buy) $ 26.01 04/14/2006 04/14/2015 Common Stock 1,155 1,155 D Non-qualified Stock Option (Right to Buy) $ 29.12 11/11/2006 05/11/2016 Common Stock 1,200 1,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRICE ROBERT W 138 PUTNAM STREET P.O. BOX 738 MARIETTA, OH45750 X Signatures /s/ Edward G. Sloane, attorney-in-fact for Mr. Price 07/02/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Price, allocation to Insider's account, and shares payable pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries. ( 2 )Transfer represents lump sum distribution of deferred compensation balance, pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.

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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