ELI LILLY & Co — Director's Dealing 2011

Jul 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED THERAPEUTICS Corp (UTHR)
CIK: 0001082554
Period of Report: 2011-07-06

Reporting Person: LILLY ELI & CO (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-06	COMMON STOCK	J	811443	$54.15	Disposed	5251394	Direct
2011-07-06	COMMON STOCK	S	49103	$54.99	Disposed	5251394	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-06	Forward sale contract (obligation to sell)	$	J	1	Disposed	2011-07-06	Common Stock (811443)	Direct

Footnotes

F1: On July 6, 2011, Eli Lilly and Company ("Lilly") settled the first of three tranches of a variable forward contract (the "Forward Contract") entered into in September 2010 with an unaffiliated third party ("Buyer") , which requires Lilly to deliver to Buyer up to a total of 3,150,838 shares of common stock of United Therapeutics Corporation ("Common Stock") in three tranches, beginning with a delivery of up to 1,050,280 shares on July 6, 2011 (the "First Settlement Date"). Lilly pledged 3,150,838 shares of Common Stock to secure its obligations under the Forward Contract and retained dividend and voting rights in such shares during the term of the pledge.

F2: (continued from Footnote 1) Pursuant to the Forward Contract, Lilly was required to deliver a number of shares of Common Stock based on the volume weighted average prices per share of Common Stock on each trading day of the 10 trading day period ending on the date three trading days prior to the First Settlement Date (each, a "Settlement Price") and Buyer was required to pay $43,941,824.70. On July 6, 2011, Lilly delivered 811,443 shares of Common Stock in satisfaction of its obligations under the Forward Contract.

F3: Pursuant to the Forward Contract, any shares not delivered upon settlement were to be returned to Lilly (the "Extra Shares"). In connection with the settlement of the first tranche, the parties agreed that the Buyer would pay cash to Lilly in lieu of the Extra Shares being returned to Lilly, with the amount of such cash being determined by prices based on market prices over a 10-trading day period preceding the First Settlement Date. Under the terms of this arrangement, Lilly agreed that the Extra Shares would be delivered to Buyer on June 23, 2011, June 29, 2011 and July 6, 2011, and that Lilly would receive a cash payment for such shares on the First Settlement Date. Pursuant to the arrangement, 49,103 of the Extra Shares were delivered to Buyer on July 6, 2011, for which Buyer paid $2,700,286.51.