ELI LILLY & Co — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2015-01-28

Reporting Person: Mahony Susan (SVP & Pres., Lilly Oncology)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-28	Common Stock	A	27287	$70.97	Acquired	80817	Direct
2015-01-28	Common Stock	A	1174	$70.97	Acquired	8984	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-28	Restricted Stock Unit	$	A	9843	Acquired	2016-02-01	Common Stock (9843.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1599	Indirect
Common Stock	1589	Indirect

Footnotes

F1: Reporting person disclaims beneficial ownership of these shares.

F2: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.