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: Walsh Fionnuala M (SVP, Global Quality)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-01	Common Stock	M	4610	—	Acquired	69309	Direct
2017-02-01	Common Stock	F	2165	$77.03	Disposed	67144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-01	Restricted Stock Unit	$	M	4610	Disposed	2017-02-01	Common Stock (4610.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1040	Indirect
Common Stock	1127	Indirect
Common Stock	40190	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.