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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
LECHLEITER JOHN C
(Last) (First) (Middle)
LILLY CORPORATE CENTER
(Street)
INDIANAPOLIS IN 46285
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LILLY ELI & CO [ LLY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman, President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/03/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/03/2015 M 70,964 A $56.18 725,165 D
Common Stock 11/03/2015 F 58,853 D $82.04 666,312 D
Common Stock 07/30/2015 G V 298 D $0 666,014 D
Common Stock 05/29/2015 G V 685 D $0 665,329 D
Common Stock 05/28/2015 G V 11,972 D $0 653,357 D
Common Stock 20,403 I 401(k)
Common Stock 49,102 I by wife(1)
Common Stock 22,589 I by family limited partnership(2)
Common Stock 72,140 I The John C. Lechleiter Spouse and Descendants Trust dtd 11/1/12(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option 2/06 (right to buy) $56.18 11/03/2015 M 70,964 02/10/2009 02/09/2016 Common Stock 70,964 $0 0 D
Explanation of Responses:
1. Reporting person disclaims beneficial ownership of these shares.
2. Family limited partnership of which reporting person and his wife are the general partners. Reporting person disclaim beneficial ownership of shares held by family limited partnership except to the extent of his pecuniary interest therein.
3. Irrevocable trust for the benefit of reporting person's spouse and children. Spouse is trustee. Reporting person disclaims beneficial ownership of these shares.
Remarks:
Tiffany R. Benjamin for John C. Lechleiter, authorization on file 11/05/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


John C. Lechleiter
Lilly Corporate Center
Indianapolis, Indiana  46285


Securities and Exchange Commission
Washington, D.C.  20549

Authorization Regarding Reporting Forms

I hereby authorize and designate the following persons to sign
and file with the Commission on my behalf Forms 3, 4 and 5
(including any amendments thereto) covering my transactions
and holdings in the common stock and other equity securities
of Eli Lilly and Company as required by Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder:

    Michael J. Harrington, Lilly Corporate Center, Indianapolis,
Indiana

    James B. Lootens, Lilly Corporate Center, Indianapolis,
Indiana

    Tiffany R. Benjamin, Lilly Corporate Center, Indianapolis,
Indiana

This authorization and designation shall remain in effect
until a written revocation is signed by me and provided to the
Commission.


November 4, 2015



/s/ John C. Lechleiter