ELI LILLY & Co — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2015-02-01

Reporting Person: Ricks David A (SVP and Pres, Lilly Bio-Meds)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-01	Common Stock	M	12591	—	Acquired	73994	Direct
2015-02-01	Common Stock	F	5940	$72	Disposed	68054	Direct
2015-02-02	Common Stock	S	4769	$71.51	Disposed	63285	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-01	Restricted Stock Unit	$	M	12591	Disposed	2015-02-01	Common Stock (12591.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3662	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 4, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $71.26 to $71.87. 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.

F3: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.