ELI LILLY & Co — Director's Dealing 2014

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2014-02-03

Reporting Person: Ricks David A (SVP and Pres, Lilly Bio-Meds)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-03	Common Stock	S	3086	—	Disposed	34084	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2797	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 May 10, 2013.

F2: This transaction was executed in multiple trades at prices ranging from $53.89 to $53.90. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.