ELI LILLY & Co — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2017-01-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	A	38980	$75.38	Acquired	38980	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	Restricted Stock Unit	$	A	40518	Acquired	2018-02-01	Common Stock (40518.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7396	Indirect
Common Stock	365659	Indirect
Common Stock	1905	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.