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: Lundberg Jan M (EVP,Science&Tech and Pres. LRL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	M	44122	$0.00	Acquired	122301	Direct
2013-02-01	Common Stock	F	20725	$53.69	Disposed	101576	Direct
2013-02-01	Common Stock	M	33334	$0.00	Acquired	134910	Direct
2013-02-01	Common Stock	F	15657	$53.69	Disposed	119253	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit	$0.00	M	44122	Disposed	2013-02-01	Common Stock (44122)	Direct
2013-02-01	Restricted Stock Unit	$0.00	M	33334	Disposed		Common Stock (33334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	943	Indirect

Footnotes

F1: The Restricted Stock Units vests in three equal annual installments as follows: 33,333 on February 1, 2011; 33,333 on February 1, 2012; and 33,334 on February 1, 2013.