Zoetis Inc. — Director's Dealing 2023

Feb 11, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Zoetis Inc. (ZTS)
CIK: 0001555280
Period of Report: 2023-02-08

Reporting Person: Ashton Nicholas (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-08	Restricted Stock Unit	$	A	1156	Acquired		Common Stock (1156.0)	Direct
2023-02-08	Stock Option	$162.07	A	4304	Acquired		Common Stock (4304.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$		Common Stock (845.1307)	845.1307	Direct
Stock Option	$		Common Stock (3369.0)	3369	Direct

Footnotes

F1: 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.

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

F3: 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.

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"). RSUs 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.

F6: 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.

F7: The RSUs vest as follows: 490.2953 RSUs will vest on October 30, 2023; 187.5073 RSUs will vest on February 10, 2024; and 167.3281 RSUs will vest on February 8, 2025.

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: One-third of each option will vest on the first, second and third anniversaries of the date of grant.

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

F11: Stock option (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.

F12: 1,930 options granted October 30, 2020 at an exercise price of $158.55 per option; 785 options granted February 10, 2021 at an exercise price of $160.62 per option; and 654 options granted February 8, 2022 at an exercise price of $201.30 per option.

F13: Each option vests on the third anniversary of the date of grant.