Sec Form 4 Filing - BAYER AKTIENGESELLSCHAFT @ Elanco Animal Health Inc - 2020-12-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person BAYER AKTIENGESELLSCHAFT 2. Issuer Name and Ticker or Trading Symbol Elanco Animal Health Inc [ ELAN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) KAISER-WILHELM-ALLEE 1 3. Date of Earliest Transaction (MM/DD/YY) 12/03/2020 (Street) LEVERKUSEN, 2MD-52368 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/03/2020 S 54,500,000 ( 1 ) D $ 29.8416 18,446,429 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAYER AKTIENGESELLSCHAFT KAISER-WILHELM-ALLEE 1 LEVERKUSEN, 2MD-52368 X Bayer World Investments B.V. ENERGIEWEG 1 MIJDRECHT, P73641 X Signatures /s/ Christian Bank on behalf of Bayer Aktiengesellschaft 12/03/2020 Signature of Reporting Person Date /s/ Patrick Lennaerts on behalf of Bayer World Investments B.V. 12/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to an underwriting agreement, dated November 30, 2020, and in connection with the registered public offering of shares of common stock of the Issuer ("Common Stock") pursuant to the prospectus, dated as of January 21, 2020 and filed with the U.S. Securities and Exchange Commission (the "SEC") on January 21, 2020 and the prospectus supplement dated as of November 30, 2020 and filed with the SEC on December 2, 2020, which offering settled on December 3, 2020, Bayer World Investments B.V. sold 54,500,000 shares of Common Stock. ( 2 )The securities reported as sold were, and those reported as held after the transaction are, held directly by Bayer World Investments B.V., which is an indirect wholly owned subsidiary of Bayer Aktiengesellschaft. Bayer Aktiengesellschaft may be deemed to beneficially own the shares of the Issuer's Common Stock beneficially owned by Bayer World Investments B.V.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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