R David Hoover Form 4 Elanco Animal Health / R DAVID HOOVER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOOVER R DAVID

(Last) (First) (Middle)

C/O ELANCO ANIMAL HEALTH INCORPORATED

2500 INNOVATION WAY

(Street)

GREENFIELD IN 46140

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Elanco Animal Health Inc [ ELAN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/01/2022		P		5,000	A	$28.6645(1)	110,000	I	Revocable Trust
Common Stock	03/02/2022		P		5,000	A	$29(2)	115,000	I	Revocable Trust
Common Stock								39,267	D
Common Stock								15,920	I	Suzanne A. Hoover Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units(3)(4)	(5)	02/28/2022		A		375.4548		(3)	(3)	Common Stock	375.4548	$28.41(4)(5)	20,395.336	D

Explanation of Responses:

1. Reflects the weighted average price of 5,000 shares of common stock of Elanco Animal Health Inc. purchased by the reporting person in multiple transactions on March 1, 2022 with purchase prices ranging from $28.43 to $28.899 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

2. Reflects the weighted average price of 5,000 shares of common stock of Elanco Animal Health Inc. purchased by the reporting person in multiple transactions on March 2, 2022 with purchase prices ranging from $28.88 to $29.12 per share. The reporting person undertakes to provide upon request by the U.S. Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.

3. Mr. Hoover elected to defer his director cash retainer fees pursuant to the Company's Directors' Deferral Plan (the "Plan") and such deferred fees were credited to the Elanco Deferred Stock Account under the Plan. Each Deferred Stock Unit is the economic equivalent of one share of Elanco common stock.

4. The Deferred Stock Units will be settled in stock upon the reporting person's separation of service from the Company's Board of Directors pursuant to the Plan.

5. The number of Deferred Stock Units issued is the amount of cash compensation deferred divided by the closing price of a share of Elanco common stock on the grant date, which was $28.41 on February 28, 2022.

Remarks:

Chairman of the Elanco Board of Directors

	/s/ Collin G. Smyser, as Attorney-in-Fact for R. David Hoover	03/02/2022
	** Signature of Reporting Person	Date
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