FORM 4
[ ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Herendeen Paul 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec. V.P. and CFO
(Last)          (First)          (Middle)

C/O ZOETIS INC., 100 CAMPUS DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2016
(Street)

FLORHAM PARK, NJ 07932
(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

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 7. 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   (1)   (2) 2/19/2016     A      15937         (3)   (4) Common Stock   15937.0   $41.83   41523.0456   (5) D    
Stock Option   (6)   (7) 2/19/2016     A      59577         (8)   (9) Common Stock   59577.0   $0   161626   (7) D    

Explanation of Responses:
( 1)  Represents restricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and any 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.
( 2)  Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
( 3)  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.
( 4)  Not applicable.
( 5)  The RSUs vest as follows: 12,469.4097 RSUs will vest on September 2, 2017; 13,116.6359 RSUs will vest on February 27, 2018; and 15,937 RSUs will vest on February 19, 2019.
( 6)  Stock options (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.
( 7)  50,636 options granted September 2, 2014 at an exercise price of $35.48 per option; 51,413 options granted February 27, 2015 at an exercise price of $46.09 per option; and 59,577 options granted February 19, 2016 at an exercise price of $41.83 per option.
( 8)  Each option vests on the third anniversary of the date of grant.
( 9)  Each option expires on the tenth anniversary of the date of grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Herendeen Paul
C/O ZOETIS INC.
100 CAMPUS DRIVE
FLORHAM PARK, NJ 07932

Exec. V.P. and CFO

Signatures
/s/ Katherine H. Walden, as Attorney-in-Fact 2/23/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Zoetis (NYSE:ZTS)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Zoetis Charts.
Zoetis (NYSE:ZTS)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Zoetis Charts.