UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFEarliest ~~1934~~Event Reported): July 18, 2019

~~Date~~Aratana ~~of Report (Date of earliest event reported): July 16~~Therapeutics, ~~2019~~ Inc.

ARATANA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-35952	38-3826477
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

11400 Tomahawk Creek Parkway, Suite 340, Leawood, KS		66211
11400 Tomahawk Creek Parkway, Suite 340 Leawood, KS	66211
(Address of principal executive offices)	(Zip Code)	~~(Zip Code)~~

Registrant’s telephone number, including area code: (913) 353-1000

~~(Former~~Not ~~name or former address, if changed since last report)~~ Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading ~~symbol~~Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		PETX		Nasdaq Global Market

~~Check~~Indicate ~~the~~by ~~appropriate~~check ~~box~~mark ~~below~~whether if the ~~Form~~registrant ~~8-K~~is ~~filing~~an isemerging ~~intended~~growth tocompany ~~simultaneously~~as ~~satisfy~~defined in Rule 405 of the ~~filing~~Securities ~~obligation~~Act of ~~the registrant~~1933 ~~under~~(§230.405 ~~any~~of this chapter) or Rule 12b-2 of the ~~following~~Securities ~~provisions~~Exchange ~~(see~~Act ~~General~~of ~~Instruction~~1934 A(§240.12b-2~~.):~~ of this chapter).

☐o Emerging ~~Written~~growth ~~communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)~~company

☐If ~~Soliciting~~an ~~material~~emerging ~~pursuant~~growth tocompany, ~~Rule~~indicate ~~14a-12~~by ~~under~~check mark if the ~~Exchange~~registrant ~~Act~~has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(17a) of ~~CFR~~the ~~240~~Exchange Act.~~14a-12)~~ o

~~☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Introduction

☐On ~~Pre-commencement~~July 18, ~~communications~~2019, pursuant to ~~Rule~~an ~~13e-4~~Agreement and Plan of Merger, dated as of April 26, 2019 (cthe “Merger Agreement”), ~~under~~by ~~the~~and ~~Exchange~~among ~~Act~~Elanco Animal Health Incorporated, an Indiana corporation (17“Elanco”), ~~CFR~~Elanco ~~240~~Athens Inc.~~13e-4~~, a Delaware corporation and a direct wholly owned subsidiary of Elanco (c“Acquisition Sub”), and Aratana Therapeutics, Inc., a Delaware corporation (“Aratana” or the “Company”), Acquisition Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Elanco (the “Merger”).

~~Indicate~~Pursuant byto ~~check~~the ~~mark~~terms ~~whether~~of the ~~registrant~~Merger isAgreement, anat ~~emerging~~the ~~growth~~effective ~~company~~time of the Merger (the “Effective Time”), each share of Aratana common stock that was outstanding immediately prior to the Effective Time (other than certain excluded shares as ~~defined~~described in ~~Rule~~the ~~405~~Merger ofAgreement) was automatically converted into the ~~Securities~~right ~~Act~~to receive (A) 0.1481 validly issued, fully paid and non-assessable shares of ~~1933~~Elanco common stock, no par value per share (~~17 CFR~~the ~~§230.405~~“Stock Consideration”), orplus ~~Rule~~the ~~12b-2~~right to receive cash in lieu of any fractional shares of Elanco common stock, and (B) one contingent value right (a “CVR”, and together with the ~~Securities~~Stock ~~Exchange~~Consideration ~~Act~~and the right to receive cash in lieu of ~~1934~~any ~~(17~~fractional ~~CFR~~shares ~~§240.12b-2~~of Elanco common stock, the “Merger Consideration”) representing the right to receive $0.25 in cash if a specified milestone is achieved, as set forth in the CVR Agreement (as defined and described below).

~~Emerging~~Pursuant ~~growth company ☐~~to the Merger Agreement, at the Effective Time of the Merger, Elanco, a representative for the CVR holders selected by the Company, and a rights agent entered into a Contingent Value Rights Agreement (the “CVR Agreement”) governing the terms of the CVRs issued as part of the Merger Consideration. Each CVR will entitle its holder to receive $0.25 in cash if Aratana, Elanco or their respective affiliates achieve cumulative net sales of an animal health product that contains capromorelin as an active pharmaceutical ingredient equal to or exceeding (a) $25,000,000 during the period beginning on July 1, 2019 and ending on December 31, 2020, or (b) $50,000,000 during the period beginning on July 1, 2019 and ending on December 31, 2021. Elanco has agreed to use “Diligent Efforts” (as defined in the CVR Agreement) to achieve the foregoing milestone.

IfThe anforegoing ~~emerging~~description ~~growth~~of ~~company,~~the ~~indicate~~Merger byand ~~check mark if~~ the ~~registrant~~Merger ~~has~~Agreement ~~elected~~does not purport to ~~use~~be ~~the~~complete ~~extended transition~~and ~~period~~is ~~for~~qualified ~~complying~~in ~~with~~its ~~any~~entirety ~~new~~by orreference ~~revised~~to ~~financial~~the ~~accounting~~full ~~standards~~text ~~provided~~of ~~pursuant~~the toMerger ~~Section 13(~~Agreement, a) copy of ~~the~~which ~~Exchange~~is ~~Act~~filed herewith as Exhibit 2. ☐1 and is incorporated into this report by reference.

Item 52.~~07.~~01 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

OnThe ~~July 16,~~information 2019, Aratana Therapeutics, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated April 26, 2019, by and among Elanco Animal Health Incorporated, an Indiana corporation (“Elanco”), Elanco Athens Inc., a Delaware corporation and a direct wholly owned subsidiary of Elanco (“Acquisition Sub”), and the Company, pursuant to which, upon the terms and subject to the conditions set forth in the ~~Merger Agreement,~~Introduction ~~Acquisition~~above ~~Sub~~is ~~will~~incorporated ~~merge with and~~ into ~~the~~this ~~Company,~~Item ~~with~~2.01 ~~the~~by ~~Company surviving the merger as a wholly owned subsidiary of Elanco (the “Merger”)~~reference.

AsItem of3.01 ~~June 14,~~Notice ~~2019, the record date for the Special Meeting, there were 49,002,724 shares~~ of ~~Company~~Delisting ~~common~~or ~~stock~~Failure ~~outstanding, each of which was entitled~~ to ~~one~~Satisfy ~~vote for each proposal at the Special Meeting. At the Special Meeting,~~ a ~~total~~Continued ofListing ~~35,769,162~~Rule ~~shares~~or ofStandard; ~~common~~Transfer ~~stock, representing approximately 73.0%~~ of ~~the outstanding shares entitled to vote, were present in person or represented by proxy, constituting a quorum to conduct business~~Listing.

AtOn ~~the~~July 18, ~~Special Meeting~~2019, the Company ~~stockholders~~notified ~~considered~~The ~~two~~Nasdaq ~~proposals, each~~Stock Market LLC (“Nasdaq”) of ~~which~~the isconsummation ~~described~~of inthe ~~more~~Merger ~~detail~~and requested that trading in athe ~~definitive~~Company ~~proxy~~common ~~statement~~stock ~~filed~~be bysuspended ~~the~~from trading as of such date. The Company has requested that Nasdaq file with the ~~Securities~~SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange ~~Commission~~Act onof ~~June 17~~1934, ~~2019.~~as ~~The~~amended ~~final~~(the ~~results~~“Exchange ~~regarding~~Act”), ~~each~~on ~~proposal~~Form 25 ~~are~~to ~~set~~delist ~~forth~~and ~~below.~~deregister the Company common stock.

~~Proposal~~Additionally, ~~No.~~the Company intends to file with the SEC a Form 1:15 ~~Approval~~requesting the termination of registration of the ~~Proposal~~Company toCommon ~~Adopt~~Stock under Section 12(b) of the ~~Merger~~Exchange ~~Agreement~~Act and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act.

The ~~Company’s~~information ~~stockholders~~set ~~approved~~forth in the ~~proposal~~Introduction toabove ~~adopt~~is ~~the~~incorporated ~~Merger~~into ~~Agreement~~this ~~(the~~Item ~~“Merger Proposal”)~~3.01 ~~The~~by ~~voting results for the Merger Proposal were as follows:~~ reference.

Votes For		Votes Against		Abstentions		Broker Non-Votes
35,269,237		426,295		73,630		—

~~Proposal~~Item No3. 2:03 ~~Adjournment~~Material ofModification ~~the~~to ~~Special~~Rights ~~Meeting~~of Security Holders.

~~Because~~The ~~there~~information ~~were~~set ~~sufficient~~forth ~~votes~~in at the ~~time~~Introduction ofabove ~~the~~is ~~Special~~incorporated ~~Meeting~~into tothis ~~approve~~Item ~~the Merger Proposal, Proposal No~~3. 203 ~~(Adjournment~~by ~~of the Special Meeting) was not necessary and was not acted upon~~reference.

~~Proposal~~Item No5. 3:01 ~~Approval~~Changes ofin ~~the~~Control ~~Non-Binding,~~of ~~Advisory Merger-Related Compensation Proposal~~ Registrant.

~~The~~As ~~Company’s~~a ~~stockholders~~result ~~approved,~~of bythe ~~non-binding~~Merger, ~~advisory~~a ~~vote,~~change ~~compensation~~of ~~that~~control ~~will~~of orAratana ~~may~~occurred, ~~become~~and ~~payable~~Acquisition toSub ~~the Company’s~~merged ~~named~~with ~~executive~~and ~~officers~~into inAratana ~~connection~~ with ~~the~~Aratana ~~Merger~~surviving ~~(the~~as ~~“Merger-Related~~a ~~Compensation~~wholly ~~Proposal”)~~owned subsidiary of Elanco. The ~~voting~~information ~~results~~set ~~for~~forth in the ~~Merger-Related~~Introduction ~~Compensation~~above ~~Proposal~~is ~~were~~incorporated asinto ~~follows:~~this Item 5.01.

Votes For		Votes Against		Abstentions		Broker Non-Votes
33,455,235		2,049,708		264,219		—

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Item~~At ~~8.01.~~the ~~Other~~Effective ~~Events~~Time, all of the directors of Aratana as of immediately prior to the Effective Time resigned and the directors of Acquisition Sub as of the Effective Time became, and will remain, the directors of Aratana until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

~~Press~~Item ~~Release~~5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

OnAt ~~July 16,~~the ~~2019~~Effective Time, Aratana’s Certificate of Incorporation was amended and restated to read in its entirety (other than the ~~Company~~ ~~issued~~name aof ~~press~~Aratana) ~~release~~as ~~announcing~~the ~~stockholder~~Certificate ~~approval~~of Incorporation of Acquisition Sub in effect immediately prior to the ~~Merger~~Effective ~~Proposal~~Time, ~~which~~and isAratana’s Bylaws were amended and restated to read in their entirety as the Bylaws of Acquisition Sub in effect immediately prior to the Effective Time. The Amended and Restated Certificate of Incorporation of Aratana and Aratana’s Amended and Restated Bylaws are attached hereto as ~~Exhibit~~Exhibits 993.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated April 26, 2019, by and between Aratana Therapeutics, Inc., Elanco Animal Health Incorporated and Elanco Athens Inc. (incorporated by reference to Exhibit 2.1 to Aratana’s Form 8-K (File No. 001-35952) filed with the SEC on April 26, 2019)
3.1		Amended and Restated Certificate of Incorporation of Aratana Therapeutics, Inc.
3.2		Amended and Restated Bylaws of Aratana Therapeutics, Inc.

Exhibit No.		Description
99.1		Press release, dated July 16, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARATANA THERAPEUTICS, INC.

Aratana Therapeutics, Inc.

Date: July 16, 2019

By:

/s/ Craig A. Tooman

Date: July 18, 2019

By:

/s/ Craig A. Tooman

Craig A. Tooman

Name: Craig A. Tooman

President & Chief Executive Officer

Title: President and Chief Executive Officer

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