Form SC 13G Elanco Animal Health Filed by: INTEGRATED CORE STRATEGIES (US) LLC

March 25, 2019 5:09 PM


SCHEDULE 13G








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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

ELANCO ANIMAL HEALTH INCORPORATED
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

28414H103
(CUSIP Number)

MARCH 13, 2019
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 in 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).



                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
2
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 311,740
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 311,740
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 311,740
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1%
12 TYPE OF REPORTING PERSON

 OO


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
3
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Integrated Assets II LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 23,372
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 23,372
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 23,372
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
4
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 335,112
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 335,112
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 335,112
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
5
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Millennium Group Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 335,112
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 335,112
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 335,112
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1%
12 TYPE OF REPORTING PERSON

 
OO


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
6
  of   
13

1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 335,112
 
7
 SOLE DISPOSITIVE POWER

 -0-
 
8
 SHARED DISPOSITIVE POWER

 335,112
 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 335,112
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1%
12
 TYPE OF REPORTING PERSON

 IN

                     
CUSIP No.
 
28414H103

 SCHEDULE 13G

Page  
7
  of   
13
 
Item 1.    
 
(a) Name of Issuer:
 
   
 
  Elanco Animal Health Incorporated, an Indiana corporation (the "Issuer").
 
   
 
(b) Address of Issuer’s Principal Executive Offices:
 
   
 
 

2500 Innovation Way
Greenfield, Indiana 46140

     
Item 2.
(a) Name of Person Filing:
 
(b) Address of Principal Business Office:
 
(c) Citizenship:
     
 
  Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Integrated Assets II LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Millennium Group Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
   
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
   
  (d) Title of Class of Securities:
common stock, no par value ("Common Stock")
 
  (e) CUSIP Number:
     
    28414H103


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
8
  of   
13

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

                     
CUSIP No.
 
28414H103

 SCHEDULE 13G

Page  
9
  of   
13
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the close of business on March 13, 2019, the reporting persons and affiliates of the reporting persons beneficially owned an aggregate of 20,297,339 shares of the Issuer’s Common Stock (consisting of 20,277,339 shares of the Issuer’s Common Stock and listed options to purchase 20,000 shares of the Issuer’s Common Stock) or 5.6% of the Issuer’s Common Stock outstanding.

   Thereafter, as of the close of business on March 22, 2019, the reporting persons beneficially owned an aggregate of 335,112 shares of the Issuer’s Common Stock or 0.1% of the Issuer’s Common Stock outstanding. Specifically, as of the close of business on March 22, 2019:

   i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 311,740 shares of the Issuer’s Common Stock; and

   ii) Integrated Assets II LLC, a Delaware limited liability company ("Integrated Assets II"), beneficially owned 23,372 shares of the Issuer’s Common Stock, which collectively with the other foregoing reporting person represented 335,112 shares of the Issuer’s Common Stock or 0.1% of the Issuer’s Common Stock outstanding.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and Integrated Assets II and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II.

   Israel A. Englander, a United States citizen ("Mr. Englander"), controls the managing member of Millennium Group Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies and Integrated Assets II.

   The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies or Integrated Assets II, as the case may be.

(b) Percent of Class:   

   As of the close of business on March 22, 2019, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 335,112 shares of the Issuer’s Common Stock or 0.1% of the Issuer’s Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 365,643,911 shares of the Issuer’s Common Stock outstanding as of February 18, 2019, as per the Issuer’s Form 10-K dated February 20, 2019.


                     
CUSIP No.
 
28414H103

 SCHEDULE 13G

Page  
10
  of   
13

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   335,112 (See Item 4 (b))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   335,112 (See Item 4 (b))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
11
  of   
13

Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of March 22, 2019, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.


                     
CUSIP No.
 
28414H103

SCHEDULE 13G

Page  
12
  of   
13
                     
     

SIGNATURE

             

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

Dated: March 22, 2019

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

INTEGRATED ASSETS II LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Trading Officer

 

/s/ Israel A. Englander

Israel A. Englander


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