ELI LILLY & Co — Director's Dealing 2016

Feb 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2016-02-01

Reporting Person: Rice Derica W (EVP-Global Services and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	19685	—	Acquired	56560	Direct
2016-02-01	Common Stock	F	9146	$79.10	Disposed	47414	Direct
2016-02-01	Common Stock	S	6546	$78.36	Disposed	40868	Direct
2016-02-03	Common Stock	S	3937	$76.81	Disposed	36931	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Restricted Stock Unit	$	M	19685	Disposed	2016-02-01	Common Stock (19685.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7190	Indirect
Common Stock	329140	Indirect
Common Stock	1852	Indirect

Footnotes

F1: The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 2, 2015.

F2: This transaction was executed in multiple trades at prices ranging from $78.12 to $78.63. 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: This transaction was executed in multiple trades at prices ranging from $76.46 to $76.94. 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.

F4: Reporting person disclaims beneficial ownership of these shares.

F5: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.