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3//SEC Filing

Sachem Head GP LLC 3

Accession 0001567619-20-021554

CIK 0001739104other
View on SEC.govCompany Profile

Filed

Dec 22, 7:00 PM ET

Accepted

Dec 23, 4:16 PM ET

Size

47.4 KB

Accession

0001567619-20-021554

Insider Transaction Report

Form 3
Period: 2020-12-13
Elanco Animal Health IncELAN
Sachem Head GP LLC
Director
Holdings

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.27Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.64Exp: 2023-08-28→ Common Stock (455,500 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (220,637 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (958,773 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (618,512 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.94Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Common Stock, no par value ("Shares")

    (indirect: Please see footnotes)
    27,835,500

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (1,541,227 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (629,066 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (681,488 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (209,689 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.96Exp: 2023-08-28→ Common Stock (17,290 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.37Exp: 2023-08-28→ Common Stock (700,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (375,296 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.24Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.26Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (570,934 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (190,311 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (24,704 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (129,363 underlying)
Ferguson Scott D.
Director
Holdings

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (629,066 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (681,488 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (24,704 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (129,363 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (375,296 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.96Exp: 2023-08-28→ Common Stock (17,290 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.37Exp: 2023-08-28→ Common Stock (700,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.27Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (570,934 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (618,512 underlying)

  • Common Stock, no par value ("Shares")

    (indirect: Please see footnotes)
    27,835,500

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (1,541,227 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (209,689 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.24Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.26Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.94Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.64Exp: 2023-08-28→ Common Stock (455,500 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (220,637 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (958,773 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (190,311 underlying)
Sachem Head Capital Management LP
Director
Holdings

  • Common Stock, no par value ("Shares")

    (indirect: Please see footnotes)
    27,835,500

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (1,541,227 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (629,066 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (681,488 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (209,689 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (375,296 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.24Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.96Exp: 2023-08-28→ Common Stock (17,290 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.26Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.94Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.27Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (220,637 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.37Exp: 2023-08-28→ Common Stock (700,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (570,934 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (190,311 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (24,704 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.64Exp: 2023-08-28→ Common Stock (455,500 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (958,773 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (618,512 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (129,363 underlying)
Uncas GP LLC
Director
Holdings

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (375,296 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (958,773 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (618,512 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.47Exp: 2023-08-28→ Common Stock (681,488 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (209,689 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.96Exp: 2023-08-28→ Common Stock (17,290 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.37Exp: 2023-08-28→ Common Stock (700,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.59Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (220,637 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Common Stock, no par value ("Shares")

    (indirect: Please see footnotes)
    27,835,500

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.74Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (793,235 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $22.01Exp: 2023-08-28→ Common Stock (1,541,227 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (629,066 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.24Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.26Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.94Exp: 2023-08-28→ Common Stock (400,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.27Exp: 2023-08-28→ Common Stock (600,000 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $26.64Exp: 2023-08-28→ Common Stock (455,500 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.27Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $23.36Exp: 2023-08-28→ Common Stock (570,934 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $24.68Exp: 2023-08-28→ Common Stock (190,311 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $27.03Exp: 2023-08-28→ Common Stock (129,363 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $21.05Exp: 2023-08-28→ Common Stock (706,765 underlying)

  • Cash Settled Swap

    (indirect: Please see footnotes)
    Exercise: $25.36Exp: 2023-08-28→ Common Stock (24,704 underlying)
Footnotes (5)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.

Documents

1 file

Issuer

Elanco Animal Health Inc

CIK 0001739104

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001658917

Filing Metadata

Form type
3
Filed
Dec 22, 7:00 PM ET
Accepted
Dec 23, 4:16 PM ET
Size
47.4 KB
View on SEC.gov