ELI LILLY & Co — Director's Dealing 2014

Jan 31, 2014

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	G	19585	—	Disposed	447465	Direct
2013-03-04	Common Stock	G	457	—	Disposed	447008	Direct
2013-05-10	Common Stock	G	8250	—	Disposed	438758	Direct
2013-05-14	Common Stock	G	9969	—	Disposed	428789	Direct
2013-06-13	Common Stock	G	976	—	Disposed	427813	Direct
2013-09-11	Common Stock	G	6243	—	Disposed	421570	Direct
2013-11-26	Common Stock	G	6757	—	Disposed	414813	Direct
2013-12-31	Common Stock	G	550	—	Disposed	414263	Direct
2013-06-13	Common Stock	G	976	—	Disposed	51066	Indirect
2013-12-31	Common Stock	G	550	—	Disposed	50516	Indirect
2013-12-31	Common Stock	G	275	—	Acquired	275	Indirect
2013-12-31	Common Stock	G	275	—	Acquired	550	Indirect
2013-12-31	Common Stock	G	275	—	Acquired	275	Indirect
2013-12-31	Common Stock	G	275	—	Acquired	550	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19469	Indirect
Common Stock	72140	Indirect
Common Stock	22589	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Irrevocable trust for the benefit of reporting person's spouse and children. Spouse is trustee. Reporting person disclaims beneficial ownership of these shares.

F3: 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.

F4: Irrevocable trust for the benefit of reporting person's grandchild. Reporting person disclaims beneficial ownership of these shares.