ELI LILLY & Co — Director's Dealing 2012

Jan 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2011-10-02

Reporting Person: Walsh Fionnuala M (SVP, Global Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-10-02	Common Stock	M	1880	$0.00	Acquired	1880	Indirect
2011-10-02	Common Stock	F	592	$36.97	Disposed	1288	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-10-02	Restricted Stock Unit	$0.00	M	1880	Disposed	2011-10-02	Common Stock (1880)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5500	Direct
Common Stock	887	Indirect
Common Stock	961	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.