Statement of Changes in Beneficial Ownership (4)

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
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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 ^* Knupp Catherine A.	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) Executive Vice President
(Last) (First) (Middle) C/O ZOETIS INC., 10 SYLVAN WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 2/11/2020
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit ⁽¹⁾	⁽²⁾	2/11/2020		A		3124		⁽³⁾	⁽⁴⁾	Common Stock	3124.0	$0	23849.3188 ⁽⁵⁾	D
Stock Option ⁽⁶⁾	⁽⁷⁾	2/11/2020		A		13266		⁽⁸⁾	⁽⁹⁾	Common Stock	13266.0	$0	91203 ⁽⁷⁾	D
Performance Award Unit ⁽¹⁰⁾	⁽¹¹⁾	2/11/2020		A		12804.9022		⁽¹²⁾	⁽⁴⁾	Common Stock	12804.9022	$0	12804.9022	D

Explanation of Responses:
(1)	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.
(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: 8,643.6151 RSUs will vest on February 14, 2020; 6,909.5267 RSUs will vest on February 13, 2021; 5,172.1770 RSUs will vest on February 12, 2022; and 3,124 RSUs will vest on February 11, 2023.
(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)	32,634 options granted February 14, 2017 at an exercise price of $55.02 per option; 24,642 options granted February 13, 2018 at an exercise price of $73.24 per option; 20,661 options granted February 12, 2019 at an exercise price of $87.51 per option; and 13,266 options granted February 11, 2020 at an exercise price of $144.03 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.
(10)	Represents performance award units with a three-year performance period covering 2017-2019 that were 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 11, 2020, which is the date the Zoetis Compensation 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) will vest and be settled in shares of Zoetis common stock on February 14, 2020, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
(11)	Each performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.
(12)	Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 14, 2020, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Knupp Catherine A. C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY, NJ 07054			Executive Vice President