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ELI LILLY & Co Director's Dealing 2011

Feb 17, 2011

29745_dirs_2011-02-17_6429a420-a024-457f-a942-074893a6032d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-02-15

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-15 Common Stock S 12441 $34.55 Disposed 39461 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 5630 Indirect
Common Stock 1537 Indirect
Common Stock 72983 Indirect

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2009.

F2: This transaction was executed in multiple trades at prices ranging from $34.50 to $34.56. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: Reporting person disclaims beneficial ownership of these shares.