Glenn David Form 4 Zoetis / Glenn David 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

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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^*

David Glenn

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2020

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
Common Stock	03/05/2020		M		11,144	A	$50.22	36,885	D
Common Stock	03/05/2020		M		32,634	A	$55.02	69,519	D
Common Stock	03/05/2020		S		35,838	D	$140.81(1)	33,681	D
Common Stock	03/05/2020		S		7,940	D	$141.24(2)	25,741	D

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
Stock Option(3)	(4)	03/05/2020		M			11,144	(5)	(6)	Common Stock	11,144	$0	110,103(7)	D
Stock Option(3)	(8)	03/05/2020		M			32,634	(5)	(6)	Common Stock	32,634	$0	77,469(9)	D

Explanation of Responses:

1. The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.11 to $141.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.12 to $141.70, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 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.

4. 11,144 options granted December 6, 2016 at an exercise price of $50.22 per option.

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

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

7. 7,712 options granted February 27, 2015 at an exercise price of $46.09 per option; 32,634 options granted February 14, 2017 at an exercise price of $55.02 per option; 26,285 options granted February 13, 2018 at an exercise price of $73.24 per option; 24,678 options granted February 12, 2019 at an exercise price of $87.51 per option; and 18,794 options granted February 11, 2020 at an exercise price of $144.03 per option.

8. 32,634 options granted February 14, 2017 at an exercise price of $55.02 per option.

9. 7,712 options granted February 27, 2015 at an exercise price of $46.09 per option; 26,285 options granted February 13, 2018 at an exercise price of $73.24 per option; 24,678 options granted February 12, 2019 at an exercise price of $87.51 per option; and 18,794 options granted February 11, 2020 at an exercise price of $144.03 per option.

Remarks:

	/s/ Katherine H. Walden, as Attorney-in-Fact	03/06/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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