Zoetis Inc. — Director's Dealing 2018

Feb 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2018-02-13

Reporting Person: David Glenn (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-13	Restricted Stock Unit	$	A	7281	Acquired		Common Stock (7281.0)	Direct
2018-02-13	Stock Option	$	A	26285	Acquired		Common Stock (26285.0)	Direct
2018-02-13	Performance Award Unit	$	A	2914.187	Acquired		Common Stock (2914.187)	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: 1,995.9625 RSUs will vest on February 27, 2018; 2,223.4980 RSUs will vest on February 19, 2019; 5,424.8044 RSUs will vest on August 22, 2019; 3,012.3140 RSUs will vest on December 6, 2019; 8,539.1257 RSUs will vest on February 14, 2020; and 7,281 RSUs will vest on February 13, 2021.

F6: 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.

F7: 16,385 options granted March 4, 2014 at an exercise price of $30.89 per option; 7,712 options granted February 27, 2015 at an exercise price of $46.09 per option; 8,191 options granted February 19, 2016 at an exercise price of $41.83; 21,301 options granted August 22, 2016 at an exercise price of $51.23 per option; 11,144 options granted December 6, 2016 at an exercise price of $50.22 per option; 32,634 options granted February 14, 2017 at an exercise price of $55.02 per option; and 26,285 options granted February 13, 2018 at an exercise price of $73.24 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.

F10: Represents performance award units with a three-year performance period covering 2015-2017 that were 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) will vest and be settled in shares of Zoetis common stock on February 27, 2018, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

F11: Each performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F12: Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 27, 2018, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.