ELI LILLY & Co — Director's Dealing 2013

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2013-02-01

Reporting Person: Mahony Susan (SVP & Pres., Lilly Oncology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	F	10777	$53.69	Disposed	34437	Direct
2013-02-01	Common Stock	M	22943	$0.00	Acquired	57380	Direct
2013-02-01	Common Stock	S	5000	$54.28	Disposed	52380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit	$0.00	M	22943	Disposed	2013-02-01	Common Stock (22943)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1498	Indirect
Common Stock	1489	Indirect
Common Stock	6218	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 1, 2013.

F2: Reporting person disclaims beneficial ownership of these shares.