Sec Form 13D Filing - Sachem Head Capital Management LP filing for Elanco Animal Health Inc (ELAN) - 2022-09-09

Common Stock, no par value

28414H103

September 7, 2022

---

---

---

---

---

---

Item 2.  Identity and Background.

Item 2(c) of the Schedule 13D is hereby amended and restated as follows:

(c) Sachem Head’s principal business is to serve as investment advisor to certain affiliated funds, including Sachem Head LP, a Delaware limited partnership (“SH”), Sachem Head Master LP, an exempted limited partnership organized under the laws of the Cayman Islands (“SHM”), SH Sagamore Master V Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Sagamore Master V”), SH Stony Creek Master Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Stony Creek”), and  SH Old Quarry Master Ltd., an exempted company incorporated under the laws of the Cayman Islands (“Old Quarry Master” and together with SH, SHM, Sagamore Master V and Stony Creek, the “Sachem Head Funds”).

SH Management’s principal business is to serve as the sole general partner of Sachem Head.

Sachem Head GP’s principal business 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.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The responses to Item 4, 5 and 6 of this Schedule 13D are incorporated herein by reference.

The net investment costs (including commissions, if any) of the Common Stock and the Cash Settled Swaps referenced in Items 5 and 6 directly owned by the Sachem Head Funds are approximately $1,225,844,993. The source of funding for such transactions was derived from the respective capital of the Sachem Head Funds.

Scott D. Ferguson may be deemed to beneficially own 28,642,807 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively represent approximately 6.0% of the outstanding shares of

Common Stock based on 474,113,647 shares of Common Stock outstanding as of August 3, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended June 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) 28,635,500 of the Subject  Shares, constituting 6.0% 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) 28,635,500 of the Subject  Shares, constituting 6.0% 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) 11,000,000 of the Subject Shares, constituting 2.3% 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.

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:

Exhibit 99.5 filed herewith, which is incorporated herein by reference, describes the transactions by the Reporting Persons in the Common Stock during the past sixty days.

---

---