Zoetis Inc. — Director's Dealing 2023

Feb 14, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: DAMELIO FRANK A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-11	Restricted Stock Unit	$	M	1626.8438	Disposed		Common Stock (1626.8438)	Direct
2023-02-11	Deferred Stock Unit	$	A	1626.8438	Acquired		Common Stock (1626.8438)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (1480.0)	1480	Direct
Deferred Stock Unit	$		Common Stock (9802.0242)	9802.0242	Direct

Footnotes

F1: 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: 1,450.3939 RSUs will vest on February 10, 2024; and 1,201.5360 RSUs will vest on February 8, 2025.

F2: Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

F3: Not applicable.

F4: Upon the vesting of the reporting person's restricted stock units on February 11, 2023, the reporting person received 1,626.8438 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan. The DSUs are fully vested, accrue dividend equivalent units, and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a Termination Event, and (ii) a Change in Control that constitutes a "change in ownership or control" for purposes of Section 409A in accordance with the terms of the Plan.

F5: 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"). RSUs vest and are settled in shares of Zoetis common stock on the first 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. The RSUs vest as follows and are settled in Zoetis common stock upon vesting: 1,480 RSUs will vest on February 8, 2024.

F6: Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first 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.

F7: Represents deferred stock units granted pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs are fully vested and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

F8: Each DSU represents the right to receive one share of Zoetis Inc. common stock.

F9: Includes 2,694.5089 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,626.8438 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 11, 2023.

F10: Represents deferred stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs were fully vested on the date of the grant and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

F11: Each DSU will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc.