Form 4 Elanco Animal Health For: Mar 11 Filed by: Kinard David S

March 13, 2019 6:01 PM
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 *
Kinard David S

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2019
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 03/11/2019 P 7,977 A (1) 22,569 D
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
Explanation of Responses:
1. On March 11, 2019, Eli Lilly and Company ("Lilly") announced the completion of its offer to exchange shares of Lilly common stock for all of the common stock of the Issuer owned by Lilly (the "Exchange Offer"). The Reporting Person tendered 13,000 shares of Lilly common stock in the Exchange Offer, which shares were subject to a proration factor of 13.5970839%. As a result, the Reporting Person received 7,977 shares of Issuer common stock in exchange for 1,768 shares of Lilly common stock accepted in the Exchange Offer, based on an exchange ratio of 4.5121 shares of Issuer common stock for each share of Lilly common stock accepted.
Remarks:
Executive Vice President, Human Resources
/s/ Darlene Quashie Henry, as Attorney-in-Fact for David S. Kinard 03/13/2019
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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