ELI LILLY & Co — Director's Dealing 2013

Jan 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2013-01-25

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-25	Common Stock	A	53845	$53.21	Acquired	53845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-25	Restricted Stock Unit	$	A	29781	Acquired	2014-02-01	Common Stock (29781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6522	Indirect
Common Stock	1696	Indirect
Common Stock	168640	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.