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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Ribozyme Pharmaceuticals, Inc. ------------------------------ (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 76256710-5 (CUSIP Number) N/A ------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) ----- X Rule 13d-1(c) ----- Rule 13d-1(d) ----- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 5 Pages CUSIP No. 76256710-5 - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON: 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eli Lilly and Company 35-0470950 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] Not Applicable - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 4 Indiana - ------------------------------------------------------------------------------ SOLE VOTING POWER 5 NUMBER OF 889,272 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 6 None OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 7 REPORTING 889,272 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 8 None - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9 889,272 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 10 Not Applicable - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11 5.8% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 12 CO - ------------------------------------------------------------------------------ Page 2 of 5 Pages Item 1(a). Name of Issuer: Ribozyme Pharmaceuticals, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 2950 Wilderness Place Boulder, Colorado 80301 Item 2(a). Name of Person Filing: Eli Lilly and Company Item 2(b). Address of Principal Business Office or, if None, Residence: Lilly Corporate Center Indianapolis, IN 46285 Item 2(c). Citizenship: Indiana Item 2(d). Title of Class of Securities: Common Stock, $.01 Par Value Item 2(e). CUSIP Number: 76256710-5 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (a)-(j) Not applicable If this statement is filed pursuant to Rule 13d-1(c), check this box. [X] Page 3 of 5 Pages Item 4. Ownership. (a) Amount Beneficially Owned: 889,272 (b) Percent of Class: 5.8% (based on outstanding shares at January 5, 2001) (c) Number of shares as to which the person has: Sole voting power 889,272 Shared voting power None Sole dispositive power 889,272 Shared dispositive power None Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Page 4 of 5 Pages Item 10. Certifications. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ELI LILLY AND COMPANY By: /s/ Charles E. Golden ----------------------------------- Charles E. Golden Executive Vice President and Chief Financial Officer Date: February 8, 2001 Page 5 of 5 Pages