ELI LILLY & Co — Director's Dealing 2014

Nov 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2014-10-31

Reporting Person: Walsh Fionnuala M (SVP, Global Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-31	Common Stock	M	9586	$55.65	Acquired	50232	Direct
2014-10-31	Common Stock	F	8739	$66.80	Disposed	41493	Direct
2014-10-31	Common Stock	M	5680	$55.65	Acquired	19308	Indirect
2014-10-31	Common Stock	M	5271	$56.18	Acquired	24579	Indirect
2014-10-31	Common Stock	F	2994	$66.80	Disposed	21585	Indirect
2014-10-31	Common Stock	S	7376	$66.58	Disposed	14209	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-31	Employee stock option 2/05 (right to buy)	$55.65	M	9586	Disposed	2015-02-10	Common Stock (9586.0)	Direct
2014-10-31	Employee stock option 2/05 (right to buy)	$55.65	M	5680	Disposed	2015-02-10	Common Stock (5680.0)	Indirect
2014-10-31	Employee stock option 2/06 (right to buy)	$56.18	M	5271	Disposed	2016-02-09	Common Stock (5271.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	982	Indirect
Common Stock	1063	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.