Zoetis Inc. — Director's Dealing 2014

Apr 24, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2014-04-22

Reporting Person: David Glenn (SVP and Acting CFO)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1890	Direct
Common Stock	32.7599	Direct
Common Stock	2381.0182	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (584.0)		Direct
Restricted Stock Unit	$		Common Stock (8094.0)		Direct
Stock Option	$		Common Stock (30650.0)		Direct

Footnotes

F1: These shares represent dividend equivalent units, which were automatically issued pursuant to restricted stock units previously granted to the reporting person under the Zoetis Inc. 2013 Equity and Incentive Plan. The dividend equivalent units will vest and be settled in shares of Zoetis Common Stock on the third annual anniversary of the date of grant of the underlying restricted stock units, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

F2: Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan.

F3: Represents 1813.21 phantom stock units. These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash following the reporting person's separation from service and may be transferred by the reporting person into an alternative investment fund at any time, provided Zoetis may limit the timing, frequency and permissibility of transfers from one investment fund to another at any time.

F4: Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock, plus a small amount of cash-equivalent investments (the cash-equivalent investments typically represent around 5% of the total value of the phantom stock unit). Accordingly, the value of each phantom stock unit is determined by reference to the market value of Zoetis common stock and the value of the cash-equivalent investments.

F5: Retricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. The restricted stock units vest as follows: 3,846 restricted stock units will vest on January 31, 2016; and 4,248 restricted stock units will vest on March 4, 2017.

F6: Each restricted stock unit will be settled in shares of Zoetis Inc. common stock upon vesting.

F7: Not applicable.

F8: Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F9: Stock option (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. The option vests on the third anniversary of the date of grant.

F10: Each option vests on the third anniversary of the date of grant.

F11: Each option expires on the tenth anniversary of the date of grant.

F12: 14,265 options granted January 31, 2013 at an exercise price of $26.00 per option; 16,385 options granted March 4, 2014 at an exercise price of $30.89 per option.