ELI LILLY & Co — Director's Dealing 2016

Feb 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2016-02-05

Reporting Person: Fry Stephen F (SVP, HR & Diversity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-05	Common Stock	S	15230	$78.87	Disposed	59690	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $74.75 to $75.07. 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.