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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-01	Common Stock	M	87924	$0.00	Acquired	113497	Direct
2012-02-01	Common Stock	F	35917	$39.74	Disposed	77580	Direct
2012-02-01	Common Stock	S	17584	$39.85	Disposed	59996	Direct
2012-02-02	Common Stock	S	3800	$39.61	Disposed	56196	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-01	Restricted Stock Unit	$0.00	M	87924	Disposed	2012-02-01	Common Stock (87924)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6248	Indirect
Common Stock	1624	Indirect
Common Stock	112444	Indirect

Footnotes

F1: The transaction reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 2, 2011.

F2: This transaction was executed in multiple trades at prices ranging from $39.83 to $39.91. 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: This transaction was executed in multiple trades at prices ranging from $39.61 to $39.62. 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.

F4: Reporting person disclaims beneficial ownership of these shares.