Zoetis Inc. — Director's Dealing 2018

Dec 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2018-12-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-03	Common Stock	S	2500	$93.51	Disposed	17662	Direct
2018-12-03	Common Stock	I	2534.468	$93.57	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-03	Phantom Stock Unit	$	I	15760.9865	Disposed		Common Stock (4968.9976)	Direct

Footnotes

F1: The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.51 to $93.53, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

F3: 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.