X0306 4 2020-03-30 0 0000059478 ELI LILLY & Co LLY 0000316011 LILLY ENDOWMENT INC 2801 NORTH MERIDIAN STREET INDIANAPOLIS IN 46208-0068 0 0 1 0 Common Stock 2020-03-30 4 S 0 78836 138.1608 D 113441468 D Common Stock 2020-03-30 4 S 0 55973 138.9769 D 113385495 D Common Stock 2020-03-30 4 S 0 55965 139.9707 D 113329530 D Common Stock 2020-03-30 4 S 0 19026 140.8998 D 113310504 D Common Stock 2020-03-30 4 S 0 200 141.70 D 113310304 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.52 to $138.5125, inclusive. The reporting person undertakes to provide to Eli Lilly & Company, any security holder of Eli Lilly & Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), and (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.52 to $139.51, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.52 to $140.51, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.53 to $141.15, inclusive. /s/Diane M. Stenson, Vice President & Treasurer, on behalf of Lilly Endowment Inc. 2020-03-31