SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BILBREY JOHN P

(Last)

(First)

(Middle)

C/O ELANCO ANIMAL HEALTH INCORPORATED

2500 INNOVATION WAY

(Street)

GREENFIELD

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)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units⁽¹⁾⁽²⁾	⁽³⁾	12/31/2020		4A	233.6704		⁽¹⁾	⁽¹⁾	Common Stock	233.6704	$30.67⁽²⁾⁽³⁾	5,703.7845⁽⁴⁾	D

Explanation of Responses:

1. Mr. Bilbrey 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.

2. 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.

3. 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 $30.67 on December 31, 2020.

4. Represents an aggregate amount of Deferred Stock Units owned by the reporting person as of fiscal year end, which includes Deferred Stock Units which were inadvertently excluded from prior filings, awarded during the years of 2019 and 2020. The number of Deferred Stock Units issued on each such award date is the amount of cash deferred divided by the closing price of a share of Elanco common stock on the award date.

	/s/ Michael-Bryant Hicks, as Attorney-in-Fact for John P. Bilbrey	02/16/2021
	** Signature of Reporting Person	Date
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