ELI LILLY & Co — Director's Dealing 2018

Feb 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LILLY ELI & CO (LLY)
CIK: 0000059478
Period of Report: 2018-02-01

Reporting Person: Simmons Jeffrey N (SVP&Pres. Elanco Animal Health)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-01	Common Stock	M	21326	—	Acquired	152120	Direct
2018-02-01	Common Stock	F	9294	$81.45	Disposed	142826	Direct
2018-02-05	Common Stock	S	9625	$81.12	Disposed	133201	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-01	Restricted Stock Unit	$	M	21326	Disposed	2018-02-01	Common Stock (21326.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1074	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 November 9, 2017.

F2: This transaction was executed in multiple trades at prices ranging from $80.80 to $81.43. 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.

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