Statement of Changes in Beneficial Ownership (4)
April 19 2023 - 04:19PM
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
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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)
4/18/2023
|
(Street)
PARSIPPANY, NJ 07054 |
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 |
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☒ Check this box to indicate
that a transaction was made pursuant to a contract, instruction or
written plan that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c). See Instruction 10. |
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 |
4/18/2023 |
|
M(1) |
|
2328 |
A |
$73.24 |
28685 |
D |
|
Common Stock |
4/18/2023 |
|
M(1) |
|
2010 |
A |
$87.51 |
30695 |
D |
|
Common Stock |
4/18/2023 |
|
S |
|
4338 |
D |
$175.94 (2) |
26357 |
D |
|
Common Stock |
|
|
|
|
|
|
|
793.2659 (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 |
Stock Option (4) |
(5) |
4/18/2023 |
|
M |
|
|
2328 |
(6) |
(7) |
Common Stock |
2328.0 |
$0 |
22231 (8) |
D |
|
Stock Option (4) |
(9) |
4/18/2023 |
|
M |
|
|
2010 |
(6) |
(7) |
Common Stock |
2010.0 |
$0 |
20221 (10) |
D |
|
Stock Option (11) |
$162.07 |
|
|
|
|
|
|
(12) |
(7) |
Common Stock |
6542.0 |
|
6542 |
D |
|
Explanation of
Responses: |
(1) |
The transactions reported in
this Form 4 were effected pursuant to a Rule 10b5-1 trading plan
adopted by the reporting person on February 25, 2022. |
(2) |
The Price reported in Table
I, Column 4 is the price at which these shares were sold in
multiple transactions. |
(3) |
Represents the common stock
equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as
of March 31, 2023. |
(4) |
Stock options (right to buy
Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013
Equity and Incentive Plan. |
(5) |
2,328 options granted
February 13, 2018 at an exercise price of $73.24 per
option. |
(6) |
Each option vests on the
third anniversary of the date of grant. |
(7) |
Each option expires on the
tenth anniversary of the date of grant. |
(8) |
2,010 options granted
February 12, 2019 at an exercise price of $87.51 per option; 7,738
options granted February 11, 2020 at an exercise price of $144.03
per option; 7,106 options granted February 10, 2021 at an exercise
price of $160.62 per option; and 5,377 options granted February 8,
2022 at an exercise price of $201.30 per option. |
(9) |
2,010 options granted on
February 12, 2019 at an exercise price of $87.51 per
option. |
(10) |
7,738 options granted
February 11, 2020 at an exercise price of $144.03 per option; 7,106
options granted February 10, 2021 at an exercise price of $160.62
per option; and 5,377 options granted February 8, 2022 at an
exercise price of $201.30 per option. |
(11) |
Stock options (right to buy
Zoetis Inc. common stock) granted pursuant to the Zoetis Inc.
Amended and Restated 2013 Equity and Incentive Plan. |
(12) |
One-third of each option
will vest on the first, second and third anniversaries of the date
of grant. |
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/ Lauren Luptak, as
Attorney-in-Fact |
|
4/19/2023 |
**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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