SOURCE CAPITAL /DE/ — Director's Dealing 2003

Feb 10, 2003

5 1 j7011_5.htm 5

FORM 5 Check 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
OMB

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| 1. Name and Address

of Reporting Person Rees

John David (Last)

(First)

(Middle) 11400 W. Olympic Blvd., Ste. 1200 (Street) Los Angeles, CA

90064 (City)

(State) (Zip)
X Director Officer ( give title below)	10% Owner Other (specify below)
7. Individual or Joint/Group

Reporting (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) | 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 the end of Issuer's

Fiscal Year (Instr. 3 and 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 | 3/15/02 | J (1) | 109.1754 | A | $62.4625 | | I | |
| Common Stock | 6/17/02 | J (1) | 120.5150 | A | $57.6270 | | I | |
| Common

Stock | 9/16/02 | J (1) | 130.9048 | A | $54.1120 | | I | |
| Common

Stock | 12/16/02 | J (1) | 132.2014 | A | $54.7200 | 6,297.4728 | I | By self as

Trustee for The Rees Family Trust |
| Preferred

Stock | | | | | | 240 | I | By self as

Trustee for The Rees Family Trust |

• If the form is filed by more than one reporting person, see instruction 4(b)(v).

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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) — (A) | (D) | 6. Date Exercisable and

Expiration Date (Month/Day/Year) — Date Exercisable | Expiration Date | 7. Title and Amount of

Underlying Securities (Instr. 3 and 4) — Title | Amount

or Number of Shares |
| --- | --- | --- | --- | --- | --- |

Explanation of Responses: (1) Shares acquired through the Company's dividend reinvestment plan. (2) This form is signed by the reporting person's attorney-in-fact pursuant to the attached confirming statement.

/s/ Sherry Sasaki ** Signature of Reporting Person Sherry Sasaki, Attorney-in-fact (2) 02/10/03 Date

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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

http://www.sec.gov/divisions/corpfin/forms/form5.htm

Last update: 09/03/2002

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CONFIRMING STATEMENT

This Statement confirms that the undersigned, John David Rees, has authorized and designated each of J. Richard Atwood, Sherry Sasaki and Christopher H. Thomas, signing singly as attorney-in-fact to execute and file on the undersigned’s behalf all Forms 3, 4, and 5 (including any amendments thereto) that the undersigned may be required to file with the United States Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Source Capital, Inc. The authority of each attorney-in-fact under this Statement shall continue until the undersigned is no longer required to file Forms 3, 4, and 5 with regard to ownership of or transactions in securities of Source Capital, Inc., unless earlier revoked in writing. The undersigned acknowledges that each attorney-in-fact is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 and Section 30(f) of the Investment Company Act of 1940.

| | /s/ John

David Rees |
| --- | --- |
| Dated:

August 29, 2002 | John David

Rees |