ELI LILLY & Co — Director's Dealing 2016

Dec 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2016-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-01	Common Stock	M	4584	—	Acquired	14117	Indirect
2016-12-01	Common Stock	F	1489	$67.12	Disposed	12628	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-01	Restricted Stock Unit	$	M	4584	Disposed	2016-12-01	Common Stock (4584.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1674	Indirect
Common Stock	86895	Direct
Common Stock	1685	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.