Zoetis Inc. — Director's Dealing 2018

Mar 1, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2018-02-27

Reporting Person: Bernal Alejandro (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-27	Common Stock	M	15709	$46.09	Acquired	22019	Direct
2018-02-27	Common Stock	S	15709	$83.01	Disposed	6310	Direct
2018-02-27	Common Stock	M	4066	—	Acquired	10376	Direct
2018-02-27	Common Stock	F	1990	$81.67	Disposed	8386	Direct
2018-02-27	Common Stock	M	5936	—	Acquired	14322	Direct
2018-02-27	Common Stock	F	2905	$81.67	Disposed	11417	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-27	Stock Option	$	M	15709	Disposed		Common Stock (15709.0)	Direct
2018-02-27	Restricted Stock Unit	$	M	4066.5688	Disposed		Common Stock (4066.5688)	Direct
2018-02-27	Performance Award Unit	$	M	5936.761	Disposed		Common Stock (5936.761)	Direct

Footnotes

F1: The Price reported in Table I, Column 4 is the price at which these shares were sold in multiple transactions.

F2: Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.

F3: Acquisition of common stock upon vesting and settlement of performance award units. Each performance award unit represents a right to receive one share of Zoetis Inc. common stock upon vesting of the performance award unit.

F4: Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. The options vest on the third anniversary of the date of grant.

F5: 15,709 options granted February 27, 2015 at an exercise price of $46.09 per option.

F6: Each option vests on the third anniversary of the date of grant.

F7: Each option expires on the tenth anniversary of the date of grant.

F8: 22,341 options granted February 19, 2016 at an exercise price of $41.83 per option; and 20,979 options granted February 14, 2017 at an exercise price of $55.02 per option.

F9: Restricted stock units previously granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). The RSUs vest as follows and are settled in Zoetis common stock upon vesting: 4,066.5688 RSUs vested on February 27, 2018; 6,064.6389 RSUs will vest on February 19, 2019; and 5,489.3659 RSUs will vest on February 14, 2020.

F10: Performance award units having a three-year performance period covering 2015-2017 previously granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon. The performance award units reported herein were deemed acquired on February 13, 2018, which is the date the Zoetis Compensation Committee certified the level of achievement of the applicable performance goal for these performance award units. The performance award units (and dividend equivalent units issued thereon) vested on February 27, 2018 and were settled in shares of Zoetis common stock.