Filing Details

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

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.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

 

 

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”), amends and supplements the Schedule 13D filed on October 7, 2020 (the “Initial 13D” and as amended and supplemented by this Amendment No. 1, 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. 1 shall have the meaning ascribed to them in the Initial 13D.

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 Initial 13D is hereby amended as follows:

Item 5(a) and (b) of the Schedule 13D are hereby amended and restated as follows:

Sachem Head, SH Management and Scott D. Ferguson may be deemed to beneficially own 27,835,500 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively represent approximately 5.9% of the outstanding shares of Common Stock based on 471,915,051 shares of Common Stock outstanding as of November 2, 2020 as reported by Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

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) the Subject Shares. 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) the Subject Shares. 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) 11,000,000 of the Subject Shares, constituting 2.3% of the outstanding shares of Common Stock. By virtue of Scott D. Ferguson’s position as the managing partner of Sachem Head and the managing member of SH Management and Sachem Head GP, Scott D. Ferguson 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) the Subject Shares.

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information:

On November 11, 2020, the Sachem Head Funds settled Physically Settled Swaps referencing 24,300,000 shares of Common Stock and, upon such settlement, the counterparties to such Physically Settled Swaps delivered to the Sachem Head Funds an aggregate of 24,300,000 shares of Common Stock. Other than such settlement of the Physically Settled Swaps and the transactions set forth in Exhibit 99.2 and Exhibit 99.3 to this Schedule 13D, which are incorporated herein by reference, no Reporting Person or Sachem Head Fund has effected any transaction in the Common Stock during the past sixty days.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On November 11, 2020, the Sachem Head Funds settled Physically Settled Swaps referencing 24,300,000 shares of Common Stock and, upon such settlement, the counterparties to such Physically Settled Swaps delivered to the Sachem Head Funds an aggregate of 24,300,000 shares of Common Stock. The Sachem Head Funds are no longer parties to any Physically Settled Swaps. Old Quarry Master and Sagamore Master V remain parties to Cash Settled Swaps referencing 15,022,790 shares of Common Stock in the aggregate.

Except as described herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer.

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2020