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