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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	9843	—	Acquired	91524	Direct
2016-02-01	Common Stock	F	4629	$79.10	Disposed	86895	Direct

Derivative Transactions

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1637	Indirect
Common Stock	1627	Indirect
Common Stock	9533	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.