ELI LILLY & Co — Director's Dealing 2016

Oct 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2016-10-02

Reporting Person: Walsh Fionnuala M (SVP, Global Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-02	Common Stock	M	3760	—	Acquired	33419	Indirect
2016-10-02	Common Stock	F	1768	$80.26	Disposed	31651	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-02	Restricted Stock Unit	$	M	3760	Disposed	2016-10-02	Common Stock (3760.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58618	Direct
Common Stock	1032	Indirect
Common Stock	1117	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.