ELI LILLY & Co — Director's Dealing 2017

May 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2017-05-04

Reporting Person: Conterno Enrique A (SVP&Pres, LillyDiab & LillyUSA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-04	Common Stock	S	25000	$82.76	Disposed	114217	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4955	Indirect

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $82.67 to $82.86. 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.