ELI LILLY & Co — Director's Dealing 2012

Oct 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-10-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-01	Common Stock	M	12500	$0.00	Acquired	31244	Direct
2012-10-01	Common Stock	F	4643	$47.41	Disposed	26601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-10-01	Restricted Stock Unit	$0.00	M	12500	Disposed	2012-10-01	Common Stock (12500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	18115	Indirect
Common Stock	2761	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.