FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Ashton Nicholas
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/1/2022 

3. Issuer Name and Ticker or Trading Symbol

Zoetis Inc. [ZTS]
(Last)        (First)        (Middle)

C/O ZOETIS INC., 10 SYLVAN WAY
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Executive Vice President /
(Street)

PARSIPPANY, NJ 07054      

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit (1) (2) (3)Common Stock 839.8983 (4) (5)D  
Stock Option (6) (7) (8)Common Stock 3369.0 (9) (9)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 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.
(3) Not applicable.
(4) The RSUs vest as follows: 487.2598 RSUs will vest on October 30, 2023; 186.3464 RSUs will vest on February 10, 2024; and 166.2921 RSUs will vest on February 8, 2025.
(5) Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
(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) Each option vests on the third anniversary of the date of grant.
(8) Each option expires on the tenth anniversary of the date of grant.
(9) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Ashton Nicholas
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ 07054


Executive Vice President

Signatures
/s/ Brenda Santuccio, as Attorney-in-Fact6/8/2022
**Signature of Reporting PersonDate


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 5(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.
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