UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
	SCHEDULE 13G   Under the Securities Exchange Act of 1934   (Amendment No. 39)
	Eli Lilly and Company
	(Name of Issuer) Common Stock, Without Par Value
	(Title of Class of Securities) 532457-10-8
	(CUSIP Number) December 31, 2023
	(Date of Event Which Requires Filing of this Statement)

 

 

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

 

o Rule 13d-1(b)

 

o Rule 13d-1(c)

 

ü 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).

 

 

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

CUSIP No. 532457-10-8

13G

 

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).   LILLY ENDOWMENT INC.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ This filing describes the reporting person’s relationship with other persons, but the reporting person does not affirm the existence of a group. (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   INDIANA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER 99,768,810
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 99,768,810
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 99,768,810
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.51%
12	TYPE OF REPORTING PERSON CO

^FOOTNOTES:

^{The percent of class represented is based on 949,307,237 shares of common stock outstanding as of October 30, 2023, as reported on the Issuer’s Form 10Q for the period ended September 30, 2023.}

Item 1.

(a)

Name of Issuer

Eli Lilly and Company

 

(b)

Address of Issuer's Principal Executive Offices

Lilly Corporate Center, Indianapolis, Indiana 46285

 

 

Item 2.

(a)

Name of Person Filing

This statement is filed by Lilly Endowment Inc., a not for profit corporation organized under the laws of the State of Indiana. Lilly Endowment Inc is an organization described in Section 50l(c)(3) of the Internal Revenue Code of 1986 and is a private foundation under Section 509(a) of the Code.

 

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of Lilly Endowment Inc. is 2801 No 11th Meridian Street, Indianapolis, Indiana 46208.

 

 

(c)

Citizenship

Indiana

 

(d)

Title of Class of Securities

Common Stock, Without Par Value

 

(e)

CUSIP Number

532457-10-8

 

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.
	(b)	o	Bank as defined in section 3(a)(6) of the Act.
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act.
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940.
	(e)	o	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.
	(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.
	(k)	o	A group, in accordance with§ 240. I 3d-l(b)(l )(ii)(K). If filing as a non-U.S. institution in accordance with§ 240.13d-l(b)(I)(ii)(J), please specify the type of institution.

 

Item 4.

Ownership

 

(a)

Amount Beneficially Owned

       99,768,810

 

(b)

Percent of Class

        10.51%

 

(c)

Number of shares as to which such person has:

 

		(i)	Sole power to vote or to direct the vote
			99,768,810
		(ii)	Shared power to vote or to direct the vote
			0
		(iii)	Sole power to dispose or to direct the disposition of
			99,768,810
		(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.

 

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 or Control Person.

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

 

Not Applicable

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.

 

Date: January 19, 2024	Lilly Endowment Inc.
	By: /s/ Diane M. Stenson
	Name: Diane M. Stenson
	Title: Vice President & Treasurer

 

 

Footnotes:	Item 4: This information is provided as of December 31, 2023.
	Item 4(a): None of such shares are deemed to be beneficially owned by reason of the possession of Lilly Endowment Inc. of a right to acquire such shares.
	Item 4(b): The percent of class represented is based on 949,307,237 shares of common stock outstanding as of October 30, 2023 as reported on the Issuer’s Form 10Q for the period ended September 30, 2023.