Zoetis Inc. — Director's Dealing 2023

Apr 19, 2023

SEC Form 4/A — Form 4/A

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2023-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-11	Common Stock	M	2299	—	Acquired	36299	Direct
2023-02-11	Common Stock	F	755	$158.33	Disposed	35544	Direct
2023-02-11	Common Stock	M	2841	—	Acquired	38385	Direct
2023-02-11	Common Stock	F	1002	$158.33	Disposed	37383	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-11	Restricted Stock Unit	$	M	2299.5987	Acquired		Common Stock (2299.5987)	Direct
2023-02-11	Performance Award Unit	$	M	2841.9848	Acquired		Common Stock (2841.9848)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (2105.0)	2105	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: This amended report is being filed solely to correct an error in the calculation of the number of shares of common stock withheld for the reporting person's tax obligations and the amount of shares beneficially owned following the reported transaction.

F3: 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.

F4: 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: 2,089.9456 RSUs will vest on February 10, 2024; and 1,658.1602 RSUs will vest on February 8, 2025.

F5: Not applicable.

F6: 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"). One-third of the RSUs vest and are settled in shares of Zoetis common stock on each of the first, second and third anniversaries of the date of grant, respectively, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

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

F8: One-third of each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first, second and third anniversaries 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.

F9: Performance award units having a three-year performance period covering 2020-2022 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 8, 2023, 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) vested on February 11, 2023 and were settled in shares of Zoetis common stock.