Sec Form 13D Filing - Sachem Head Capital Management LP filing for Elanco Animal Health Inc (ELAN) - 2022-12-22

Common Stock, no par value

28414H103

December 21, 2022

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed on October 7, 2020 (the “Initial 13D” and as amended and supplemented through the date of this Amendment No. 4, collectively, the “Schedule 13D”), by the Reporting Persons, relating to the common stock, no par value (the “Common Stock”) of Elanco Animal Health Incorporated (the “Issuer”). Capitalized terms not defined in this Amendment No. 4 shall have the meaning ascribed to them in the Schedule 13D.

As of the date of this Amendment No. 4, the Reporting Persons are no longer beneficial owners of more than 5% of the Issuer’s Common Stock. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:

(a), (b) Scott D. Ferguson may be deemed to beneficially own 9,642,807 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively represent approximately 2.0% of the outstanding shares of Common Stock based on 474,205,430 shares of Common Stock outstanding as of November 3, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

Sachem Head, as the investment adviser to the Sachem Head Funds, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 9,635,500 of the Subject Shares, constituting 2.0% of the outstanding shares of Common Stock. As the general partner of Sachem Head, SH Management may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 9,635,500 of the Subject Shares, constituting 2.0% of the outstanding shares of Common Stock. As the general partner of SH and SHM, Sachem Head GP may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) 6,212,822 of the Subject Shares, constituting 1.3% of the outstanding shares of Common Stock. Scott D. Ferguson, in his personal capacity and in his position as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) all of the Subject Shares.

(c) Exhibit 99.7 filed herewith, which is incorporated herein by reference, describes the transactions by the Reporting Persons in the Common Stock during the past sixty days.

(d) The Sachem Head Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares.

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock on December 21, 2022. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.