Zoetis Inc. — Director's Dealing 2020

Jan 8, 2020

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2020-01-01

Reporting Person: Kelly Robert Edward (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	826.9216	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (1204.8066)		Direct
Restricted Stock Unit	$		Common Stock (2952.0217)		Direct
Stock Option	$		Common Stock (39091.0)		Direct

Footnotes

F1: Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan.

F2: Represents 3,860.3516 phantom stock units. 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.

F3: 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.

F4: 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.

F5: 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.

F6: Not applicable.

F7: The RSUs vest as follows: 1,171.3979 RSUs will vest on February 14, 2020; 919.8227 RSUs will vest on February 13, 2021; and 860.8011 RSUs will vest on February 12, 2022.

F8: Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

F9: 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.

F10: Each option vests on the third anniversary of the date of grant.

F11: Each option expires on the tenth anniversary of the date of grant.

F12: 9,843 options granted January 31, 2013 at an exercise price of $26.00 per option; 8,739 options granted March 4, 2014 at an exercise price of $30.89 per option; 4,141 options granted February 27, 2015 at an exercise price of $46.09 per option; 5,212 options granted February 19, 2016 at an exercise price of $41.83 per option; 4,428 options granted February 14, 2017 at an exercise price of $55.02 per option; 3,285 options granted February 13, 2018 at an exercise price of $73.24 per option; and 3,443 options granted February 12, 2019 at an exercise price of $87.51 per option.