Zoetis Inc. — Director's Dealing 2022

Feb 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2022-02-08

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-08	Performance Award Unit	$	A	13025.884	Acquired		Common Stock (13025.884)	Direct
2022-02-08	Restricted Stock Unit	$	A	1645	Acquired		Common Stock (1645.0)	Direct
2022-02-08	Stock Option	$	A	6477	Acquired		Common Stock (6477.0)	Direct

Footnotes

F1: Represents performance award units with a three-year performance period covering 2019-2021 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 8, 2022, which is the date the Zoetis Human Resources 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 12, 2022, 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 performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F3: Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 12, 2022, 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: 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.

F6: Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

F7: 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.

F8: The RSUs vest as follows: 3,776.7536 RSUs will vest on February 12, 2022; 2,281.3478 RSUs will vest on February 11, 2023; 2,073.3585 RSUs will vest on February 10, 2024; and 1,645 RSUs will vest on February 8, 2025.

F9: Stock option (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: 14,921 options granted February 12, 2019 at an exercise price of $87.51 per option; 9,581 options granted February 11, 2020 at an exercise price of $144.03 per option; 8,758 options granted February 10, 2021 at an exercise price of $160.62 per option; and 6,477 options granted February 8, 2022 at an exercise price of $201.30 per option.

F11: Each option vests on the third anniversary of the date of grant.

F12: Each option expires on the tenth anniversary of the date of grant.