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: Fry Stephen F (SVP, HR & Diversity)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-01	Common Stock	M	7252	—	Acquired	81467	Direct
2016-02-01	Common Stock	F	3410	$79.10	Disposed	78057	Direct
2016-02-01	Common Stock	S	2412	$78.39	Disposed	75645	Direct
2016-02-03	Common Stock	S	725	$76.46	Disposed	74920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-01	Restricted Stock Unit	$	M	7252	Disposed	2016-02-01	Common Stock (7252.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	159	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 November 9, 2015.

F2: This transaction was executed in multiple trades at prices ranging from $78.19 to $78.65. 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: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.