Sec Form 3 Filing - Ferguson Scott D. @ Elanco Animal Health Inc

Insider filing report for Changes in Beneficial Ownership

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FORM 3

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

Ferguson Scott D.

2. Issuer Name and Ticker or Trading Symbol
Elanco Animal Health Inc [ ELAN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X __ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

250 WEST 55TH STREET, 34TH FLOOR

3. Date of Earliest Transaction (MM/DD/YY)
12/13/2020

(Street)

NEW YORK, NY10019

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, no par value ("Shares")								27,835,500	I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Cash Settled Swap	$ 21.7441							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	793,235			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 21.275							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	793,235			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 21.0477							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	793,235			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 22.0143							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	1,541,227			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 23.3642							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	629,066			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 23.4677							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	681,488			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 24.6774							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	209,689			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 25.3616							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	375,296			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 25.238							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	400,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 24.9649							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	17,290			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 27.2581							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	600,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.5854							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	600,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.3692							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	700,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.9445							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	400,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.5934							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	600,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.272							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	600,000			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 26.6432							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	455,500			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 27.0305							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	220,637			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 21.7441							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	706,765			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 21.275							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	706,765			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 21.0477							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	706,765			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 22.0143							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	958,773			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 23.3642							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	570,934			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 23.4677							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	618,512			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 24.6774							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	190,311			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 25.3616							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	24,704			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}
Cash Settled Swap	$ 27.0305							^{( 3 )}^{( 4 )}	08/28/2023	Common Stock	129,363			I	Please see footnotes ^{( 1 )} ^{( 2 )} ^{( 5 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Ferguson Scott D. 250 WEST 55TH STREET 34TH FLOOR NEW YORK, NY10019	X
Sachem Head Capital Management LP 250 WEST 55TH STREET 34TH FLOOR NEW YORK, NY10019	X
Uncas GP LLC 250 WEST 55TH STREET 34TH FLOOR NEW YORK, NY10019	X
Sachem Head GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK, NY10019	X

**Signatures**
/s/ Michael D. Adamski, as General Counsel		12/23/2020
Signature of Reporting Person		Date
/s/ Michael D. Adamski, as Attorney-in-Fact		12/23/2020
Signature of Reporting Person		Date
/s/ Michael D. Adamski, as General Counsel		12/23/2020
Signature of Reporting Person		Date
/s/ Michael D. Adamski, as General Counsel		12/23/2020
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )In addition to Scott D. Ferguson, this Form 3 is being filed jointly by Sachem Head Capital Management LP ("Sachem Head"), Uncas GP LLC ("SH Management"), and Sachem Head GP LLC ("Sachem Head GP," and together with Mr. Ferguson, Sachem Head and SH Management, the "Reporting Persons"), each of whom has the same business address as Sachem Head and may be deemed to have a pecuniary interest in securities beneficially owned by it.
( 2 )Includes 6,044,500 Shares directly owned by Sachem Head LP ("SH"), 4,955,500 Shares directly owned by Sachem Head Master LP ("SHM"), 8,864,483 Shares directly owned by SH Sagamore Master V Ltd. ("Sagamore Master V") and 7,971,017 Shares directly owned by SH Old Quarry Master Ltd. ("Old Quarry Master" and, together with SH, SHM and Sagamore Master V, the "Sachem Head Funds"). The principal business of Sachem Head is to serve as investment advisor to certain affiliated funds, including the Sachem Head Funds. The principal business of SH Management is to serve as the sole general partner of Sachem Head. The principal business of Sachem Head GP is to serve as the general partner of certain affiliated funds, including SH and SHM. The principal occupation of Scott D. Ferguson is to serve as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP.
( 3 )Under the cash-settled total return swaps referencing 15,022,790 Shares (the "Cash Settled Swaps"), Old Quarry Master and Sagamore Master V became parties to contracts with unaffiliated third party financial institutions pursuant to which cash payments will be made by the counterparty to Old Quarry Master or Sagamore Master V if the price of a Share on the settlement or expiration date exceeds the reference price in column 4 and a cash payment will be made by Old Quarry Master or Sagamore Master V to the counterparty if the prices of a Share on the settlement or expiration date is less than the reference price in column 4.
( 4 )The Cash Settled Swaps do not give any Reporting Person direct or indirect voting, investment or dispositive control over any securities of the Elanco Animal Health Inc. (the "Issuer") and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any Shares that may be referenced in the swap contracts or shares or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
( 5 )Each of Sachem Head, as the investment adviser to the Sachem Head Funds, SH Management, as the sole general partner of Sachem Head, and Scott Ferguson, as the managing partner of Sachem Head, may be deemed to beneficially own 27,835,500 Shares directly owned by the Sachem Head Funds and Cash Settled Swaps referencing 15,022,790 Shares in the aggregate owned by Old Quarry Master and Sagamore Master V. As the general partner of SH and SHM, Sachem Head GP may be deemed to beneficially own 11,000,000 Shares directly owned by SH and SHM. Each of Sachem Head, SH Management, Sachem Head GP and Scott Ferguson disclaims beneficial ownership of the securities reported hereon for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, if any.

Remarks:
Mr. Ferguson is the managing partner of Sachem Head and the managing member of each of Uncas GP LLC and Sachem Head GP LLC and also serves on the board of directors of the Issuer. As a result, the Reporting Persons other than Mr. Ferguson may be deemed directors of the Issuer by deputization.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Sec Form 3 Filing - Ferguson Scott D. @ Elanco Animal Health Inc - 2020-12-13