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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*
Norton Johna
(Last) (First) (Middle)
LILLY CORPORATE CENTER
(Street)
INDIANAPOLIS IN 46285
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ELI LILLY & Co [ LLY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Global Quality
3. Date of Earliest Transaction (Month/Day/Year)
02/01/2023
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 02/01/2023 M 2,102 A $0 32,342 D
Common Stock 02/01/2023 F 941 D $344.15 31,401 D
Common Stock 128 I(1) by partner
Common Stock 1,756(2) I(1) 401(k) - by partner
Common Stock 399(3) I 401(k)
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
Restricted Stock Unit (4) 02/01/2023 M 2,102 02/01/2023 02/01/2023 Common Stock 2,102 $0 0 D
Explanation of Responses:
1. Reporting person disclaims beneficial ownership of these shares.
2. Amount reflects reduction in shares beneficially held in partner's 401(k) plan account to correct a prior administrative error of a third-party 401(k) administrator.
3. Amount reflects reduction in shares beneficially held in reporting person's 401(k) plan account to correct a prior administrative error of a third-party 401(k) administrator.
4. Each restricted stock unit represents a contingent right to receive one share of Eli Lilly and Company common stock.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Jonathan Groff for Johna Norton, pursuant to attached authorization 02/03/2023
** 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.
Johna L. Norton
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 (the "Company") as required by Section 16 of the Securities Exchange Act of 1934 and the rules thereunder:

Anat Hakim, Lilly Corporate Center, Indianapolis, Indiana

Christopher Anderson, Lilly Corporate Center, Indianapolis, Indiana

Jonathan Groff, Lilly Corporate Center, Indianapolis, Indiana

Valorie Wanner, Lilly Corporate Center, Indianapolis, Indiana

This authorization and designation revoke all prior authorizations and designations relating to reporting under Section 16 of the Securities Exchange Act of 1934 of the Company's securities and shall remain in effect until revoked by a subsequently filed instrument.

Date: February 21, 2022

/s/ Johna L. Norton