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: Harrington Michael J (Senior VP and General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-27	Common Stock	A	21285	$75.38	Acquired	79700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-27	Restricted Stock Unit	$	A	24524	Acquired	2018-02-01	Common Stock (24524.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	422	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.