ELI LILLY & Co — Director's Dealing 2014

Jan 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2014-01-28

Reporting Person: Mahony Susan (SVP & Pres., Lilly Oncology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	A	29288	$54.23	Acquired	75318	Direct
2014-01-28	Common Stock	A	1417	$54.23	Acquired	7635	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Unit	$	A	12591	Acquired	2015-02-01	Common Stock (12591.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1554	Indirect
Common Stock	1544	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.