Zoetis Inc. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2019-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-19	Common Stock	M	7730	—	Acquired	25392	Direct
2019-02-19	Common Stock	F	2678	$94.91	Disposed	22714	Direct
2019-02-19	Common Stock	M	12884	—	Acquired	35598	Direct
2019-02-19	Common Stock	F	5925	$94.91	Disposed	29673	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-19	Restricted Stock Unit	$	M	7730.9161	Disposed		Common Stock (7730.9161)	Direct
2019-02-19	Performance Award Unit	$	M	12884.1794	Disposed		Common Stock (12884.1794)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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: 7,730.9161 RSUs vested 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.

F4: Performance award units having a three-year performance period covering 2016-2018 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 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) vested on February 19, 2019 and were settled in shares of Zoetis common stock.