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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock	A	113712	$54.23	Acquired	580762	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-28	Restricted Stock Unit	$	A	52462	Acquired	2015-02-01	Common Stock (52462.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	19469	Indirect
Common Stock	50516	Indirect
Common Stock	72140	Indirect
Common Stock	22589	Indirect
Common Stock	550	Indirect
Common Stock	550	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 persons grandchildren. Reporting person disclaims beneficial ownership of these shares.

F5: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.