ELI LILLY & Co — Director's Dealing 2014

Oct 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2014-10-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	G	17215	—	Disposed	541929	Direct
2014-03-13	Common Stock	G	433	—	Disposed	541496	Direct
2014-04-30	Common Stock	G	435	—	Disposed	541061	Direct
2014-06-05	Common Stock	G	6475	—	Disposed	534586	Direct
2014-06-09	Common Stock	G	620	—	Disposed	533966	Direct
2014-08-07	Common Stock	G	470	—	Disposed	533496	Direct
2014-09-12	Common Stock	G	12631	—	Disposed	520865	Direct
2014-10-29	Common Stock	M	127811	$55.65	Acquired	648676	Direct
2014-10-29	Common Stock	F	118097	$64.83	Disposed	530579	Direct
2014-08-07	Common Stock	G	470	—	Disposed	50046	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-29	Employee stock option (right to buy)	$55.65	M	127811	Disposed	2015-02-10	Common Stock (127811.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	72140	Indirect
Common Stock	22589	Indirect
Common Stock	19916	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.