ELI LILLY & Co — Director's Dealing 2015

May 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-05	Common Stock	M	27108	$56.18	Acquired	82169	Direct
2015-05-05	Common Stock	F	23695	$72.31	Disposed	58474	Direct
2015-05-05	Common Stock	M	30000	$52.54	Acquired	88474	Direct
2015-05-05	Common Stock	F	25613	$72.31	Disposed	62861	Direct
2015-02-10	Common Stock	G	55061	—	Disposed	7800	Direct
2015-02-10	Common Stock	G	55061	—	Acquired	333324	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-05	Employee stock option 2/06 (right to buy)	$56.18	M	27108	Disposed	2016-02-09	Common Stock (27108.0)	Direct
2015-05-05	Employee stock option 5/06 (right to buy)	$52.54	M	30000	Disposed	2016-04-29	Common Stock (30000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7071	Indirect
Common Stock	1821	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $71.98 to $72.93. The price reported reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

F2: Reporting person disclaims beneficial ownership of these shares.