ELI LILLY & Co — Director's Dealing 2013

Feb 4, 2013

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2012-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-13	Common Stock	G	14445	$0.00	Disposed	352074	Direct
2012-05-30	Common Stock	G	11550	$0.00	Disposed	353037	Direct
2012-06-07	Common Stock	G	609	$0.00	Disposed	352428	Direct
2012-07-25	Common Stock	G	1156	$0.00	Disposed	351272	Direct
2012-11-01	Common Stock	G	10307	$0.00	Disposed	340965	Direct
2012-11-29	Common Stock	G	71500	$0.00	Disposed	269465	Direct
2012-12-05	Common Stock	G	640	$0.00	Disposed	268825	Direct
2012-12-12	Common Stock	G	1044	$0.00	Disposed	267781	Direct
2012-07-25	Common Stock	G	1156	$0.00	Disposed	53086	Indirect
2012-12-12	Common Stock	G	1044	$0.00	Disposed	52042	Indirect
2012-11-29	Common Stock	G	71500	$0.00	Acquired	71500	Indirect
2012-12-05	Common Stock	G	640	$0.00	Acquired	72140	Indirect
2012-04-27	Common Stock	G	5682	$0.00	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	18777	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Irrevocable trust for the benefit of reporting person's spouse and children. Spouse is trustee. Reporting person disclaims beneficial ownership of these shares.

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

F4: 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.