ELI LILLY & Co — Major Shareholding Notification 2008

Aug 21, 2008

SC 13D/A 1 a43198sc13dza.htm AMENDMENT NO.1 TO SCHEDULE 13D sc13dza PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13 D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

SGX PHARMACEUTICALS, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

78423C108

(CUSIP Number)

Robert A. Armitage Senior Vice President and General Counsel Eli Lilly and Company Lilly Corporate Center Indianapolis, Indiana 46285 (317) 276-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 20, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o

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CUSIP No. 78423C108

SCHEDULE 13D/A

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Eli Lilly and Company
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) o
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Indiana
	7	SOLE VOTING POWER
NUMBER OF		100 shares
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0 shares
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		100 shares
WITH	10	SHARED DISPOSITIVE POWER
		0 shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	100 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	100.0%
14	TYPE OF REPORTING PERSON
	CO

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Introductory Statement.

This Amendment No. 1 on Schedule 13D (“Amendment No. 1”) amends the Schedule 13D previously filed by Eli Lilly and Company (“Lilly”) on July 18, 2008 (the “Schedule 13D”). Except as specifically set forth herein, the Schedule 13D remains unmodified.

link2 "Item 5. Interest in Shares of the Issuer"

Item 5. Interest in Shares of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)—(c) On August 20, 2008, the Merger described in Item 4 was completed. In connection with the Merger and pursuant to Section 3.2(b) of the Merger Agreement, at the effective time of the Merger, all outstanding SGX Shares owned by Lilly or Merger Sub, held by SGX as treasury stock, or for which appraisal rights have been perfected were canceled. Pursuant to Section 3.2(a) of the Merger Agreement, all other outstanding SGX Shares were converted into the right to receive cash at the effective time. Pursuant to Section 3.1 of the Merger Agreement, each share of Merger Sub capital stock was converted at the effective time to one Share of the surviving corporation. The Shares disclosed to be beneficially owned by Lilly in this Amendment No. 1 reflect the Shares of Merger Sub that were converted into Shares in the surviving corporation. Lilly directly owns all 100 outstanding Shares in the surviving corporation.

(d) – (e) Inapplicable.

References to, and descriptions of, the Merger Agreement and the Voting Agreement in this Item 5 are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibit 2.1 to SGX’s Current Report on Form 8-K dated July 8, 2008 and Exhibit 99.2 to the Schedule 13D, respectively, and which are incorporated by this reference in this Item 5.

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link1 "SIGNATURE"

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: Name: Title:	/s/ James B. Lootens James B. Lootens Secretary and Deputy General Counsel

Dated: August 21, 2008

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