0001567619-20-021554.txt : 20201223 0001567619-20-021554.hdr.sgml : 20201223 20201223161612 ACCESSION NUMBER: 0001567619-20-021554 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201213 FILED AS OF DATE: 20201223 DATE AS OF CHANGE: 20201223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head GP LLC CENTRAL INDEX KEY: 0001658917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38661 FILM NUMBER: 201412421 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Uncas GP LLC CENTRAL INDEX KEY: 0001658906 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38661 FILM NUMBER: 201412422 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sachem Head Capital Management LP CENTRAL INDEX KEY: 0001582090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38661 FILM NUMBER: 201412423 BUSINESS ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-714-3300 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET STREET 2: 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ferguson Scott D. CENTRAL INDEX KEY: 0001658919 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38661 FILM NUMBER: 201412424 MAIL ADDRESS: STREET 1: 250 WEST 55TH STREET, 34TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Elanco Animal Health Inc CENTRAL INDEX KEY: 0001739104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 825497352 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2500 INNOVATION WAY CITY: GREENFIELD STATE: IN ZIP: 46140 BUSINESS PHONE: 877-352-6261 MAIL ADDRESS: STREET 1: 2500 INNOVATION WAY CITY: GREENFIELD STATE: IN ZIP: 46140 3 1 doc1.xml FORM 3 X0206 3 2020-12-13 0 0001739104 Elanco Animal Health Inc ELAN 0001658919 Ferguson Scott D. 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001582090 Sachem Head Capital Management LP 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001658906 Uncas GP LLC 250 WEST 55TH STREET 34TH FLOOR NEW YORK NY 10019 1 0 0 0 0001658917 Sachem Head GP LLC 250 WEST 55TH STREET, 34TH FLOOR NEW YORK NY 10019 1 0 0 0 Common Stock, no par value ("Shares") 27835500 I Please see footnotes Cash Settled Swap 21.7441 2023-08-28 Common Stock 793235 I Please see footnotes Cash Settled Swap 21.2750 2023-08-28 Common Stock 793235 I Please see footnotes Cash Settled Swap 21.0477 2023-08-28 Common Stock 793235 I Please see footnotes Cash Settled Swap 22.0143 2023-08-28 Common Stock 1541227 I Please see footnotes Cash Settled Swap 23.3642 2023-08-28 Common Stock 629066 I Please see footnotes Cash Settled Swap 23.4677 2023-08-28 Common Stock 681488 I Please see footnotes Cash Settled Swap 24.6774 2023-08-28 Common Stock 209689 I Please see footnotes Cash Settled Swap 25.3616 2023-08-28 Common Stock 375296 I Please see footnotes Cash Settled Swap 25.2380 2023-08-28 Common Stock 400000 I Please see footnotes Cash Settled Swap 24.9649 2023-08-28 Common Stock 17290 I Please see footnotes Cash Settled Swap 27.2581 2023-08-28 Common Stock 600000 I Please see footnotes Cash Settled Swap 26.5854 2023-08-28 Common Stock 600000 I Please see footnotes Cash Settled Swap 26.3692 2023-08-28 Common Stock 700000 I Please see footnotes Cash Settled Swap 26.9445 2023-08-28 Common Stock 400000 I Please see footnotes Cash Settled Swap 26.5934 2023-08-28 Common Stock 600000 I Please see footnotes Cash Settled Swap 26.2720 2023-08-28 Common Stock 600000 I Please see footnotes Cash Settled Swap 26.6432 2023-08-28 Common Stock 455500 I Please see footnotes Cash Settled Swap 27.0305 2023-08-28 Common Stock 220637 I Please see footnotes Cash Settled Swap 21.7441 2023-08-28 Common Stock 706765 I Please see footnotes Cash Settled Swap 21.2750 2023-08-28 Common Stock 706765 I Please see footnotes Cash Settled Swap 21.0477 2023-08-28 Common Stock 706765 I Please see footnotes Cash Settled Swap 22.0143 2023-08-28 Common Stock 958773 I Please see footnotes Cash Settled Swap 23.3642 2023-08-28 Common Stock 570934 I Please see footnotes Cash Settled Swap 23.4677 2023-08-28 Common Stock 618512 I Please see footnotes Cash Settled Swap 24.6774 2023-08-28 Common Stock 190311 I Please see footnotes Cash Settled Swap 25.3616 2023-08-28 Common Stock 24704 I Please see footnotes Cash Settled Swap 27.0305 2023-08-28 Common Stock 129363 I Please see footnotes 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. 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. 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. 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. 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. 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. /s/ Michael D. Adamski, as General Counsel 2020-12-23 /s/ Michael D. Adamski, as Attorney-in-Fact 2020-12-23 /s/ Michael D. Adamski, as General Counsel 2020-12-23 /s/ Michael D. Adamski, as General Counsel 2020-12-23