ELI LILLY & Co — Director's Dealing 2013

May 13, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2013-05-10

Reporting Person: Simmons Jeffrey N (SVP&Pres.,Elanco Animal Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-10	Common Stock	S	10000	$54.49	Disposed	51750	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	941	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $54.49 to $54.51. 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.