Heidi C. Chen Form 4 Zoetis / Heidi C. Chen ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chen Heidi C.

(Last) (First) (Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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 Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Performance Award Unit(1)	(2)	02/08/2023		A		2,841.9848		(3)	(4)	Common Stock	2,841.9848	$0	2,841.9848	D
Restricted Stock Unit(5)	(6)	02/08/2023		A		2,105		(7)	(4)	Common Stock	2,105	$0	2,105	D
Restricted Stock Unit(8)	(6)							(9)	(4)	Common Stock	6,047.7045		6,047.7045(10)	D
Stock Option(11)	$162.07	02/08/2023		A		7,834		(12)	(13)	Common Stock	7,834	$0	7,834	D
Stock Option(14)	(15)							(16)	(13)	Common Stock	39,737		39,737(15)	D

Explanation of Responses:

1. Represents performance award units with a three-year performance period covering 2020-2022 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 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) will vest and be settled in shares of Zoetis common stock on February 11, 2023, 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 performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.

3. Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 11, 2023, 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. 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.

6. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.

7. 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.

8. 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.

9. 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.

10. The RSUs vest as follows: 2,299.5987 RSUs will vest on February 11, 2023; 2,089.9456 RSUs will vest on February 10, 2024; and 1,658.1602 RSUs will vest on February 8, 2025.

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.

13. Each option expires on the tenth anniversary of the date of grant.

14. Stock option (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan.

15. 14,921 options granted February 12, 2019 at an exercise price of $87.51 per option; 9,581 options granted February 11, 2020 at an exercise price of $144.03 per option; 8,758 options granted February 10, 2021 at an exercise price of $160.62 per option; and 6,477 options granted February 8, 2022 at an exercise price of $201.30 per option.

16. Each option vests on the third anniversary of the date of grant.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/10/2023
	** 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 Number.