ELI LILLY & Co — Director's Dealing 2012

Feb 3, 2012

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-12-31

Reporting Person: ARMITAGE ROBERT A (Sr. VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-02	Common Stock	G	3320	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	45047	Direct
Common Stock	3583	Indirect
Common Stock	33486	Indirect

Footnotes

F1: Grantor retained annuity trust established by reporting person. Reporting person is trustee.

F2: Reporting person disclaims beneficial ownership of these shares.