ELI LILLY & Co — Director's Dealing 2011

Oct 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-10-01

Reporting Person: Tapiero Jacques (SVP&Pres., Emerging Markets)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-12	Common Stock	G	3878	$0.00	Disposed	19148	Direct
2011-10-01	Common Stock	M	12500	$0.00	Acquired	31648	Direct
2011-10-01	Common Stock	F	5107	$36.97	Disposed	26541	Direct
2011-04-12	Common Stock	G	3878	$0.00	Acquired	18206	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-01	Restricted Stock Unit	$0.00	M	12500	Disposed	2011-10-01	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2626	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.