ELI LILLY & Co — Major Shareholding Notification 2008

Nov 6, 2008

SC 13G 1 a08-27766_3sc13g.htm SC 13G

| UNITED
STATES |
| --- |
| SECURITIES
AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |

*SCHEDULE 13G*

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Eli Lilly & Co.*

(Name of Issuer)

*Common*

(Title of Class of Securities)

*532457108*

(CUSIP Number)

*October 31, 2008*

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	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 ("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).

SEQ.=1,FOLIO='',FILE='C:\JMS\105692\08-27766-3\task3208239\27766-3-ba.htm',USER='105692',CD='Nov 6 22:08 2008'

| CUSIP
No. 532457108 — 1. | Names
of Reporting Persons PRIMECAP Management Company 95-3868081 | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC
Use Only | |
| 4. | Citizenship
or Place of Organization 225 South Lake Ave., #400, Pasadena, CA 91101 | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole
Voting Power 17,455,330 |
| | 6. | Shared
Voting Power 0 |
| | 7. | Sole
Dispositive Power 57,519,393 |
| | 8. | Shared Dispositive Power 0 |
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person 57,519,393 | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent
of Class Represented by Amount in Row (9) 5.06% | |
| 12. | Type
of Reporting Person (See Instructions) IA | |

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\105692\08-27766-3\task3208239\27766-3-ba.htm',USER='105692',CD='Nov 6 22:08 2008'

| Item 1. | (a) | Name
of Issuer Eli Lilly & Co. | |
| --- | --- | --- | --- |
| | (b) | Address
of Issuer’s Principal Executive Offices Lilly Corporate Center, Indianapolis, IN 46285 | |
| Item 2. | | | |
| | (a) | Name
of Person Filing PRIMECAP Management Company | |
| | (b) | Address
of Principal Business Office or, if none, Residence 225 South Lake Ave., #400, Pasadena, CA 91101 | |
| | (c) | Citizenship U.S.A. | |
| | (d) | Title
of Class of Securities Common | |
| | (e) | CUSIP
Number 532457108 | |
| Item 3. | If this
statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: | | |
| | (a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| | (b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| | (c) | o | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| | (d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C. 80a-8). |
| | (e) | x | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| | (f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
| | (g) | o | A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| | (h) | o | A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
| | (i) | o | A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3); |
| | (j) | o | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\105692\08-27766-3\task3208239\27766-3-ba.htm',USER='105692',CD='Nov 6 22:08 2008'

Item 4.	Ownership
Provide the following information regarding the
aggregate number and percentage of the class of securities of the issuer
identified in Item 1.
	(a)	Amount
beneficially owned: 57,519,393
	(b)	Percent
of class: 5.06%
	(c)	Number
of shares as to which the person has:
		(i)	Sole
power to vote or to direct the vote 17,455,330
		(ii)	Shared
power to vote or to direct the vote 0
		(iii)	Sole
power to dispose or to direct the disposition of 57,519,393
		(iv)	Shared
power to dispose or to direct the disposition of 0
Item 5.	Ownership
of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following o .
Item 6.	Ownership
of More than Five Percent on Behalf of Another Person
If
any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class,
such person should be identified. A listing of the shareholders of an
investment company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment fund is not
required.
Item 7.	Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person
If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule 13d-1(c) or
Rule 13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item 8.	Identification
and Classification of Members of the Group
If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this
schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
Item 9.	Notice of
Dissolution of Group
Notice
of dissolution of a group may be furnished as an exhibit stating the date of
the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group,
in their individual capacity. See Item 5.

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\105692\08-27766-3\task3208239\27766-3-ba.htm',USER='105692',CD='Nov 6 22:08 2008'

| Item 10. |
| --- |
| (a) The following certification
shall be included if the statement is filed pursuant to §240.13d-1(b): By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the 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. (b) The following certification shall be
included if the statement is filed pursuant to §240.13d-1(c): 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 the 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.

| November
5, 2008 |
| --- |
| Date |
| /s/ Karen Chen |
| Signature |
| Karen Chen, CCO |
| Name/Title |

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.

| |
| --- |
| Intentional
misstatements or omissions of fact constitute Federal Criminal Violations
(See 18 U.S.C. 1001). |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\105692\08-27766-3\task3208239\27766-3-ba.htm',USER='105692',CD='Nov 6 22:08 2008'