ELI LILLY & Co — Director's Dealing 2012

Feb 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-02-01

Reporting Person: LECHLEITER JOHN C (Director, Chairman, President, and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	219812	$0.00	Acquired	457676	Direct
2012-02-01	Common Stock	F	91157	$39.74	Disposed	366519	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Unit	$0.00	M	219812	Disposed	2012-02-01	Common Stock (219812)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	54242	Indirect
Common Stock	17989	Indirect
Common Stock	18195	Indirect

Footnotes

F1: Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Grantor retained annuity trust established by reporting person. Reporting person is trustee.