ELI LILLY & Co — Director's Dealing 2015

Oct 6, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2015-10-05

Reporting Person: LILLY ENDOWMENT INC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-05	Common Stock	S	194760	$86.253	Disposed	129176044	Direct
2015-10-05	Common Stock	S	53940	$86.932	Disposed	129122104	Direct
2015-10-05	Common Stock	S	11300	$87.771	Disposed	129110804	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.61 to $86.60, inclusive. The reporting person undertakes to provide to Eli Lilly & Company, any security holder of Eli Lilly & Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.62 to $87.61, inclusive.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.62 to $87.88, inclusive.