SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

Elanco Animal Health Incorporated

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

28414H103

(CUSIP Number)

Michael D. Adamski

Sachem Head Capital Management LP

250 West 55th Street, 34th Floor

New York, New York 10019

(212) 714-3300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Richard M. Brand

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, NY 10281

(212) 504-6000

December 21, 2022

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 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 the 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).

SCHEDULE 13D/A

CUSIP No.  28414H103

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sachem Head Capital Management LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)     ☒ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER   9,635,500
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER   9,635,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,635,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON (See Instructions) IA

* All percentage calculations set forth herein are based upon the aggregate of 474,205,430 shares of Common Stock outstanding as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2022.

SCHEDULE 13D/A

CUSIP No.  28414H103

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Uncas GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)     ☒ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,635,500
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,635,500

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,635,500
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* All percentage calculations set forth herein are based upon the aggregate of 474,205,430 shares of Common Stock outstanding as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

SCHEDULE 13D/A

CUSIP No.  28414H103

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sachem Head GP LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)     ☒ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 6,212,822
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 6,212,822

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,212,822
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* All percentage calculations set forth herein are based upon the aggregate of 474,205,430 shares of Common Stock outstanding as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

SCHEDULE 13D/A

CUSIP No.  28414H103

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Scott D. Ferguson
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a)     ☒ (b)     ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 0
	8	SHARED VOTING POWER 9,642,807
	9	SOLE DISPOSITIVE POWER 0
	10	SHARED DISPOSITIVE POWER 9,642,807

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,642,807
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0%
14	TYPE OF REPORTING PERSON (See Instructions) IN

* All percentage calculations set forth herein are based upon the aggregate of 474,205,430 shares of Common Stock outstanding as of November 3, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2022.

Amendment No. 4 to Schedule 13D

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the Schedule 13D filed on October 7, 2020 (the “Initial 13D” and as amended and supplemented through the date of this Amendment No. 4, collectively, 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. 4 shall have the meaning ascribed to them in the Schedule 13D.

As of the date of this Amendment No. 4, the Reporting Persons are no longer beneficial owners of more than 5% of the Issuer’s Common Stock. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

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 Schedule 13D is hereby amended as follows:

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated to read in full as follows:

(a), (b) Scott D. Ferguson may be deemed to beneficially own 9,642,807 shares of Common Stock (the “Subject Shares”). The Subject Shares collectively represent approximately 2.0% of the outstanding shares of Common Stock based on 474,205,430 shares of Common Stock outstanding as of November 3, 2022 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 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) 9,635,500 of the Subject Shares, constituting 2.0% 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) 9,635,500 of the Subject Shares, constituting 2.0% 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) 6,212,822 of the Subject Shares, constituting 1.3% 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.

(c) Exhibit 99.7 filed herewith, which is incorporated herein by reference, describes the transactions by the Reporting Persons in the Common Stock during the past sixty days.

(d) The Sachem Head Funds have the right to receive dividends from, and the proceeds from the sale of, the Subject Shares.

(e) As a result of the transactions described herein, the Reporting Persons ceased to be the beneficial owner of more than 5% of the Issuer’s Common Stock on December 21, 2022. The filing of this Amendment No. 4 represents the final amendment to this Schedule 13D and constitutes an exit filing for the Reporting Persons.

Item 7.  Material to be Filed as Exhibits.

Exhibit 99.1	Joint Filing Agreement among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson*
Exhibit 99.2	Cooperation Agreement, dated December 13, 2020, by and between Elanco Animal Health Incorporated and Sachem Head Capital Management LP*
Exhibit 99.3	Trading Data*
Exhibit 99.4	Trading Data*
Exhibit 99.5	Trading Data*
Exhibit 99.6	Letter of Resignation from Scott D. Ferguson, dated September 7, 2022*
Exhibit 99.7	Trading Data

* Previously filed

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  December 22, 2022	SACHEM HEAD CAPITAL MANAGEMENT LP
	By:	/s/  Scott D. Ferguson
		Scott D. Ferguson
		Managing Member

UNCAS GP LLC
By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

SACHEM HEAD GP LLC
By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

By:	/s/  Scott D. Ferguson
	Scott D. Ferguson
	Managing Member

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
Exhibit 99.1	Joint Filing Agreement among Sachem Head Capital Management LP, Uncas GP LLC, Sachem Head GP LLC and Scott D. Ferguson*
Exhibit 99.2	Cooperation Agreement, dated December 13, 2020, by and between Elanco Animal Health Incorporated and Sachem Head Capital Management LP*
Exhibit 99.3	Trading Data*
Exhibit 99.4	Trading Data*
Exhibit 99.5	Trading Data*
Exhibit 99.6	Letter of Resignation from Scott D. Ferguson, dated September 7, 2022*
Exhibit 99.7	Trading Data

* Previously filed

EX-99.7

EXHIBIT 99.7

TRADING DATA

The following table sets forth all transactions in the Common Stock of the Issuer effected in the last sixty days by the Sachem Head Funds.

Name	Trade Date	Buy/ Sell	No. of Shares/ Quantity	Unit Cost/ Proceeds	Security
Sachem Head LP	11/01/2022	Buy	6,600	13.19	Common Stock*
Sachem Head LP	12/01/2022	Sell	7,700	12.87	Common Stock*
Sachem Head LP	12/08/2022	Sell	145,943	12.635	Common Stock
Sachem Head LP	12/09/2022	Sell	162,352	12.664	Common Stock
Sachem Head LP	12/12/2022	Sell	169,561	12.615	Common Stock
Sachem Head LP	12/13/2022	Sell	138,734	12.988	Common Stock
Sachem Head LP	12/21/2022	Sell	2,312,206	11.625	Common Stock
Sachem Head Master LP	11/01/2022	Sell	6,600	13.19	Common Stock*
Sachem Head Master LP	12/01/2022	Buy	7,700	12.87	Common Stock*
Sachem Head Master LP	12/08/2022	Sell	92,604	12.635	Common Stock
Sachem Head Master LP	12/09/2022	Sell	103,015	12.664	Common Stock
Sachem Head Master LP	12/12/2022	Sell	107,591	12.615	Common Stock
Sachem Head Master LP	12/13/2022	Sell	88,028	12.988	Common Stock
Sachem Head Master LP	12/21/2022	Sell	1,467,144	11.625	Common Stock
SH Old Quarry Master Ltd.	12/08/2022	Sell	131,435	12.635	Common Stock
SH Old Quarry Master Ltd.	12/08/2022	Sell	141,462	12.635	Common Stock
SH Old Quarry Master Ltd.	12/09/2022	Sell	146,210	12.664	Common Stock
SH Old Quarry Master Ltd.	12/09/2022	Sell	157,365	12.664	Common Stock
SH Old Quarry Master Ltd.	12/12/2022	Sell	152,705	12.615	Common Stock
SH Old Quarry Master Ltd.	12/12/2022	Sell	164,355	12.615	Common Stock
SH Old Quarry Master Ltd.	12/13/2022	Sell	124,940	12.988	Common Stock
SH Old Quarry Master Ltd.	12/13/2022	Sell	134,472	12.988	Common Stock
SH Old Quarry Master Ltd.	12/21/2022	Sell	1,373,363	11.625	Common Stock
SH Old Quarry Master Ltd.	12/21/2022	Sell	2,950,184	11.625	Common Stock
SH Sagamore Master V Ltd.	12/08/2022	Sell	73,033	12.635	Common Stock

SH Sagamore Master V Ltd.	12/08/2022	Sell	87,592	12.635	Common Stock
SH Sagamore Master V Ltd.	12/08/2022	Sell	65,096	12.635	Common Stock
SH Sagamore Master V Ltd.	12/08/2022	Sell	183,177	12.635	Common Stock
SH Sagamore Master V Ltd.	12/08/2022	Sell	9,089	12.635	Common Stock
SH Sagamore Master V Ltd.	12/09/2022	Sell	81,243	12.664	Common Stock
SH Sagamore Master V Ltd.	12/09/2022	Sell	97,439	12.664	Common Stock
SH Sagamore Master V Ltd.	12/09/2022	Sell	72,415	12.664	Common Stock
SH Sagamore Master V Ltd.	12/09/2022	Sell	203,771	12.664	Common Stock
SH Sagamore Master V Ltd.	12/09/2022	Sell	10,111	12.664	Common Stock
SH Sagamore Master V Ltd.	12/12/2022	Sell	84,852	12.615	Common Stock
SH Sagamore Master V Ltd.	12/12/2022	Sell	101,767	12.615	Common Stock
SH Sagamore Master V Ltd.	12/12/2022	Sell	75,631	12.615	Common Stock
SH Sagamore Master V Ltd.	12/12/2022	Sell	212,821	12.615	Common Stock
SH Sagamore Master V Ltd.	12/12/2022	Sell	10,560	12.615	Common Stock
SH Sagamore Master V Ltd.	12/13/2022	Sell	69,424	12.988	Common Stock
SH Sagamore Master V Ltd.	12/13/2022	Sell	83,264	12.988	Common Stock
SH Sagamore Master V Ltd.	12/13/2022	Sell	61,880	12.988	Common Stock
SH Sagamore Master V Ltd.	12/13/2022	Sell	174,127	12.988	Common Stock
SH Sagamore Master V Ltd.	12/13/2022	Sell	8,640	12.988	Common Stock
SH Sagamore Master V Ltd.	12/21/2022	Sell	845,400	11.625	Common Stock
SH Sagamore Master V Ltd.	12/21/2022	Sell	532,866	11.625	Common Stock
SH Sagamore Master V Ltd.	12/21/2022	Sell	83,358	11.625	Common Stock
SH Sagamore Master V Ltd.	12/21/2022	Sell	1,707,788	11.625	Common Stock
SH Sagamore Master V Ltd.	12/21/2022	Sell	3,452,829	11.625	Common Stock
SH Stony Creek Master Ltd.	12/08/2022	Sell	17,349	12.635	Common Stock
SH Stony Creek Master Ltd.	12/09/2022	Sell	19,299	12.664	Common Stock
SH Stony Creek Master Ltd.	12/12/2022	Sell	20,157	12.615	Common Stock

SH Stony Creek Master Ltd.	12/13/2022	Sell	16,491	12.988	Common Stock
SH Stony Creek Master Ltd.	12/21/2022	Sell	274,862	11.625	Common Stock

*Trade represents a rebalancing transaction.