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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-01	Common Stock	M	132367	$0.00	Acquired	529223	Direct
2013-02-01	Common Stock	F	62173	$53.69	Disposed	467050	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-01	Restricted Stock Unit	$0.00	M	132367	Disposed	2013-02-01	Common Stock (132367)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	22589	Indirect
Common Stock	52042	Indirect
Common Stock	18772	Indirect
Common Stock	72140	Indirect

Footnotes

F1: 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.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Irrevocable trust for the benefit of reporting person's spouse and children. Spouse is trustee. Reporting person disclaims beneficial ownership of these shares.