Zoetis Inc. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2016-02-19

Reporting Person: Chen Heidi C. (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-19	Restricted Stock Unit	$	A	7570	Acquired		Common Stock (7570.0)	Direct
2016-02-19	Stock Option	$	A	28299	Acquired		Common Stock (28299.0)	Direct

Footnotes

F1: Represents restricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). Restricted stock units vest and are settled in shares of Zoetis common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. Dividend equivalent units vest and are settled in shares of Zoetis common stock on the third 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: Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

F3: Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

F4: Not applicable.

F5: The RSUs vest as follows: 5,764.4855 RSUs will vest on August 15, 2016; 9,864.4305 RSUs will vest on March 4, 2017; 5,828.8323 RSUs will vest on February 27, 2018; and 7,570 RSUs will vest on February 19, 2019.

F6: 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.

F7: 32,097 options granted January 31, 2013 at an exercise price of $26.00 per option; 37,453 options granted March 4, 2014 at an exercise price of $30.89 per option; 22,850 options granted February 27, 2015 at an exercise price of $46.09 per option; and 28,299 options granted February 19, 2016 at an exercise price of $41.83 per option.

F8: Each option vests on the third anniversary of the date of grant.

F9: Each option expires on the tenth anniversary of the date of grant.