Zoetis Inc. — Director's Dealing 2019

Feb 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2019-02-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-12	Restricted Stock Unit	$	A	3713	Acquired		Common Stock (3713.0)	Direct
2019-02-12	Stock Option	$	A	14921	Acquired		Common Stock (14921.0)	Direct
2019-02-12	Performance Award Unit	$	A	12884.1794	Acquired		Common Stock (12884.1794)	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: 7,730.9161 RSUs will vest on February 19, 2019; 6,445.1413 RSUs will vest on February 14, 2020; 5,266.1285 RSUs will vest on February 13, 2021; and 3,713.0000 RSUs will vest on February 12, 2022.

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: 22,850 options granted February 27, 2015 at an exercise price of $46.09 per option; 28,299 options granted February 19, 2016 at an exercise price of $41.83 per option; 24,475 options granted February 14, 2017 at an exercise price of $55.02 per option; 18,892 options granted February 13, 2018 at an exercise price of $73.24 per option; and 14,921 options granted February 12, 2019 at an exercise price of $87.51.

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 2016-2018 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 12, 2019, 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 19, 2019, 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 19, 2019, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.