Zoetis Inc. — Director's Dealing 2022

Nov 10, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2022-11-01

Reporting Person: Driscoll Rimma (Executive Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3824	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock Unit	$		Common Stock (1141.0021)		Direct
Restricted Stock Unit	$		Common Stock (836.6188)		Direct
Stock Option	$		Common Stock (5271.0)		Direct

Footnotes

F1: Represents 1,141.0021 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.

F2: 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.

F3: Represents restricted stock units granted pursuant to the Zoetis Inc. Amended and Restated 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.

F4: 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.

F5: Not applicable.

F6: The RSUs vest as follows: 300.0143 RSUs will vest on February 11, 2023; 287.1915 RSUs will vest on February 10, 2024; and 249.4130 RSUs will vest on February 8, 2025.

F7: Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F8: Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.

F9: Each option vests on the third anniversary of the date of grant.

F10: Each option expires on the tenth anniversary of the date of grant.

F11: 1,836 options granted February 12, 2019 at an exercise price of $87.51 per option; 1,252 options granted February 11, 2020 at an exercise price of $144.03 per option; 1,206 options granted February 10, 2021 at an exercise price of $160.62; and 977 options granted February 8, 2022 at an exercise price of $201.30.