FORM 4 [X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

STEERE WILLIAM C JR
2. Issuer Name and Ticker or Trading Symbol

Zoetis Inc. [ ZTS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ZOETIS INC., 10 SYLVAN WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

5/20/2021
(Street)

PARSIPPANY, NJ 07054
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1)5/20/2021  M  10468 A (1)29372 D  
Common Stock (2)5/20/2021  M  5702 A (2)35074 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Unit (3) (4)5/20/2021  M     10469.5783   (5) (5)Common Stock 10469.5783 $0 0 D  
Restricted Stock Unit (6) (7)5/20/2021  M     5702.937   (8) (9)Common Stock 5702.937 $0 0 D  

Explanation of Responses:
(1) Acquisition of common stock upon vesting and settlement of deferred stock units (DSUs) in connection with Mr. Steere's retirement from the Zoetis Board of Directors. Each DSU represents a right to receive one share of Zoetis Inc. common stock upon settlement of the DSU.
(2) Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs) in connection with Mr. Steere's retirement from the Zoetis Board of Directors. Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.
(3) 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.
(4) Each DSU represents a contingent right to receive one share of Zoetis Inc. common stock.
(5) 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.
(6) 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.
(7) Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
(8) 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.
(9) Not applicable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
STEERE WILLIAM C JR
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ 07054
X



Signatures
/s/ Brenda Santuccio, as Attorney-in-Fact5/24/2021
**Signature of Reporting PersonDate

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