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: Fry Stephen F (SVP, HR & Diversity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	A	20394	$54.23	Acquired	47163	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Unit	$	A	8394	Acquired	2015-02-01	Common Stock (8394.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	151	Indirect

Footnotes

F1: Since the date of the reporting person's last ownership report, he transferred 237 shares of common stock to his ex-wife pursuant to a domestic relations order.

F2: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.