ELI LILLY & Co — Director's Dealing 2017

Feb 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2017-02-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	M	19463	—	Acquired	58443	Direct
2017-02-01	Common Stock	F	8989	$77.03	Disposed	49454	Direct
2017-02-02	Common Stock	S	7270	$76.97	Disposed	42184	Direct
2017-02-03	Common Stock	S	3892	$77.47	Disposed	38292	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Unit	$	M	19463	Disposed	2017-02-01	Common Stock (19463.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7394	Indirect
Common Stock	365659	Indirect
Common Stock	1905	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 February 8, 2016.

F2: Reporting person disclaims beneficial ownership of these shares.

F3: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.