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: Lundberg Jan M (EVP,Science&Tech and Pres. LRL)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-01	Common Stock	M	20985	—	Acquired	220116	Direct
2015-02-01	Common Stock	F	9900	$72	Disposed	210216	Direct
2015-02-02	Common Stock	S	50000	$70.87	Disposed	160216	Direct
2015-02-03	Common Stock	S	71711	$70.72	Disposed	88505	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-01	Restricted Stock Unit	$	M	20985	Disposed	2015-02-01	Common Stock (20985.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1006	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $70.74 to $71.01. 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: This transaction was executed in multiple trades at prices ranging from $70.50 to $71.13. 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.