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 *

Ashton Nicholas
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)

2/8/2023
(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

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
Restricted Stock Unit (1) (2)2/8/2023  A   1156     (3) (4)Common Stock 1156.0 $0 1156 D  
Restricted Stock Unit (5) (2)           (6) (4)Common Stock 845.1307  845.1307 (7)D  
Stock Option (8)$162.07 2/8/2023  A   4304     (9) (10)Common Stock 4304.0 $0 4304 D  
Stock Option (11) (12)           (13) (10)Common Stock 3369.0  3369 (12)D  

Explanation of Responses:
(1) 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.
(2) Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
(3) 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.
(4) Not applicable.
(5) 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.
(6) 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.
(7) 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.
(8) Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan.
(9) One-third of each option will vest on the first, second and third anniversaries of the date of grant.
(10) Each option expires on the tenth anniversary of the date of grant.
(11) Stock option (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.
(12) 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.
(13) Each option vests on the third anniversary of the date of grant.

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-Fact2/10/2023
**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 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.
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