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: 2014-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-01	Common Stock	M	29781	—	Acquired	89356	Direct
2014-02-01	Common Stock	F	13804	$54.01	Disposed	75552	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-01	Restricted Stock Unit	$	M	29781	Disposed	2014-02-01	Common Stock (29781.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6762	Indirect
Common Stock	217524	Indirect
Common Stock	1758	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.