Elanco Animal Health (ELAN) Form 4 Elanco Animal Health / World Investments B.V. Bayer 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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X

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^*

BAYER AKTIENGESELLSCHAFT

(Last) (First) (Middle)

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN 2M D-52368

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2020

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

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

	Form filed by One Reporting Person
X	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	12/03/2020		S		54,500,000(1)	D	$29.8416	18,446,429	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last) (First) (Middle)

KAISER-WILHELM-ALLEE 1

(Street)

LEVERKUSEN 2M D-52368

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bayer World Investments B.V.

(Last) (First) (Middle)

ENERGIEWEG 1

(Street)

MIJDRECHT P7 3641

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to an underwriting agreement, dated November 30, 2020, and in connection with the registered public offering of shares of common stock of the Issuer ("Common Stock") pursuant to the prospectus, dated as of January 21, 2020 and filed with the U.S. Securities and Exchange Commission (the "SEC") on January 21, 2020 and the prospectus supplement dated as of November 30, 2020 and filed with the SEC on December 2, 2020, which offering settled on December 3, 2020, Bayer World Investments B.V. sold 54,500,000 shares of Common Stock.

2. The securities reported as sold were, and those reported as held after the transaction are, held directly by Bayer World Investments B.V., which is an indirect wholly owned subsidiary of Bayer Aktiengesellschaft. Bayer Aktiengesellschaft may be deemed to beneficially own the shares of the Issuer's Common Stock beneficially owned by Bayer World Investments B.V.

Remarks:

	/s/ Christian Bank on behalf of Bayer Aktiengesellschaft	12/03/2020
	/s/ Patrick Lennaerts on behalf of Bayer World Investments B.V.	12/03/2020
	** Signature of Reporting Person	Date
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