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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-01	Common Stock	M	26581	—	Acquired	82739	Direct
2015-02-01	Common Stock	F	12294	$72	Disposed	70445	Direct
2015-02-02	Common Stock	S	10068	$71.84	Disposed	60377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-01	Restricted Stock Unit	$	M	26581	Disposed	2015-02-01	Common Stock (26581.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6958	Indirect
Common Stock	278263	Indirect
Common Stock	1809	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 February 7, 2014.

F2: This transaction was executed in multiple trades at prices ranging from $71.64 to $71.96. 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: Reporting person disclaims beneficial ownership of these shares.

F4: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.