ELI LILLY & Co — Director's Dealing 2014

Aug 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2014-08-26

Reporting Person: Fry Stephen F (SVP, HR & Diversity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-26	Common Stock	M	4615	$55.65	Acquired	48352	Direct
2014-08-26	Common Stock	F	4293	$62.73	Disposed	44059	Direct
2014-08-26	Common Stock	M	3765	$56.18	Acquired	47824	Direct
2014-08-26	Common Stock	F	3516	$62.73	Disposed	44308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-26	Employee stock option 2/05 (right to buy)	$55.65	M	4615	Disposed	2015-02-10	Common Stock (4615.0)	Direct
2014-08-26	Employee stock option 2/06 (right to buy)	$56.18	M	3765	Disposed	2016-02-09	Common Stock (3765.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	153	Indirect

Footnotes

F1: The shares reported represent the exercise of the remaining half of the shares that were retained by the reporting person after the transfer to his ex-wife pursuant to a domestic relations order.

F2: Since the date of the reporting persons last ownership report, he transferred 8,413 shares of common stock, employee stock options to purchase 4,616 shares of LLY common stock at $55.65 (Employee stock option dated 2/05), and employee stock options to purchase 3,765 shares of LLY common stock at $56.18 (Employee stock option dated 2/06) all pursuant to a domestic relations order.