Statement of Changes in Beneficial Ownership (4)
February 14 2023 - 05:17PM
Edgar (US Regulatory)
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 |
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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
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|
1. Name
and Address of Reporting Person * Lagano
Roxanne |
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)
2/11/2023
|
(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 |
Common Stock (1) |
2/11/2023 |
|
M |
|
1857 |
A |
(1) |
25544 |
D |
|
Common Stock |
2/11/2023 |
|
F |
|
666 |
D |
$158.33 |
24878 |
D |
|
Common Stock (2) |
2/11/2023 |
|
M |
|
2295 |
A |
(2) |
27173 |
D |
|
Common Stock |
2/11/2023 |
|
F |
|
816 |
D |
$158.33 |
26357 |
D |
|
Common Stock |
|
|
|
|
|
|
|
795.7349 (3) |
I |
401(k) |
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 (4) |
(1) |
2/11/2023 |
|
M |
|
1857.2114 |
|
(4) |
(5) |
Common Stock |
1857.2114 |
(1) |
3072.6016 |
D |
|
Restricted Stock Unit (6) |
(7) |
|
|
|
|
|
|
(8) |
(5) |
Common Stock |
1758.0 |
|
1758 |
D |
|
Performance Award Unit (9) |
(2) |
2/11/2023 |
|
M |
|
2295.0835 |
|
(9) |
(5) |
Common Stock |
2295.0835 |
(2) |
0 |
D |
|
Explanation of
Responses: |
(1) |
Acquisition of common stock
upon vesting and settlement of restricted stock units (RSUs). Each
RSU represents a right to receive one share of Zoetis Inc. common
stock upon vesting of the RSU. |
(2) |
Acquisition of common stock
upon vesting and settlement of performance award units. Each
performance award unit represents a right to receive one share of
Zoetis Inc. common stock upon vesting of the performance award
unit. |
(3) |
Represents the common stock
equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as
of December 31, 2022. |
(4) |
Restricted stock units
previously granted pursuant to the Zoetis Inc. 2013 Equity and
Incentive Plan, and dividend equivalent units automatically issued
thereon (each an "RSU" and collectively, "RSUs"). The RSUs vest as
follows and are settled in Zoetis common stock upon vesting:
1,695.6735 RSUs will vest on February 10, 2024; and 1,376.9281 RSUs
will vest on February 8, 2025. |
(5) |
Not Applicable. |
(6) |
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. |
(7) |
Each RSU represents a
contingent right to receive one share of Zoetis Inc. common
stock. |
(8) |
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 throughsuch vesting
date and subject to earlier vesting and settlement upon certain
specific events. |
(9) |
Performance award units
having a three-year performance period covering 2020-2022
previously 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 8, 2023, which is the date the Zoetis Human
Resources 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) vested on February 11, 2023 and were settled in shares of
Zoetis common stock. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Lagano Roxanne
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ 07054 |
|
|
Executive Vice President |
|
Signatures
|
/s/ Brenda Santuccio, as
Attorney-in-Fact |
|
2/14/2023 |
**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. |
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