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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Isis Pharmaceuticals, Inc.
Common Stock
464330-1-09
December 20, 2004
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o 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 the 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 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).
| 13G | ||||||
| CUSIP No. 464330-1-09 | Page 2 of 5 | |||||
| 1. | Name of Reporting Person: Eli Lilly and Company |
I.R.S. Identification Nos. of above
persons (entities only): 35-0470950 |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: Indiana | |||||
| 4. | Citizenship or Place of
Organization: Indiana |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 3,541,875 | |||||
| 6. | Shared Voting Power: 624,791 | |||||
| 7. | Sole Dispositive Power: 3,541,875 | |||||
| 8. | Shared Dispositive Power: 624,791 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
4,166,167 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 7.3% | |||||
| 12. | Type of Reporting Person: CO | |||||
2
Item 1(a).
|
Name of Issuer: | |
| Isis Pharmaceuticals, Inc. | ||
Item 1(b).
|
Address of Issuer’s Principal Executive Offices: |
|
| 2292 Faraday Avenue Carlsbad, CA 92008 |
||
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 | ||
Item 2(e).
|
CUSIP Number: | |
| 464330-1-09 | ||
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: | ||
| |
|||
| 4,166,167 | |||
| |
|||
| (b) | Percent of Class: | ||
| |
|||
| 7.3% | |||
| |
|||
| (c) | Number of shares as to which the person has: |
Sole voting power |
3,541,875 | |||
| |
||||
Shared voting power |
624,791 | |||
| |
||||
Sole dispositive power |
3,541,875 | |||
| |
||||
Shared dispositive power |
624,791 |
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 11, 2005
Page 5 of 5 Pages