Kelly Robert Edward Form 4 Zoetis / Robert Edward Kelly 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^*

Kelly Robert Edward

(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)
05/03/2021

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	05/03/2021		M(1)		820	A	$26	9,625	D
Common Stock	05/03/2021		M		728	A	$30.89	10,353	D
Common Stock	05/03/2021		S		2,053	D	$174.7(2)	8,300	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)	05/03/2021		M			820	(5)	(6)	Common Stock	820	$0	46,864(7)	D
Stock Option(3)	(8)	05/03/2021		M			728	(5)	(6)	Common Stock	728	$0	46,136(9)	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 December 10, 2020.

2. The Price reported in Table I, Column 4 is the price at which these shares were sold in multiple transactions.

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. 820 options granted January 31, 2013 at an exercise price of $26.00 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. 6,560 options granted January 31, 2013 at an exercise price of $26.00 per option; 6,552 options granted March 4, 2014 at an exercise price of $30.89 per option; 4,141 options granted February 27, 2015 at an exercise price of $46.09 per option; 5,212 options granted February 19, 2016 at an exercise price of $41.83 per option; 4,428 options granted February 14, 2017 at an exercise price of $55.02 per option; 3,285 options granted February 13, 2018 at an exercise price of $73.24 per option; 3,443 options granted February 12, 2019 at an exercise price of $87.51 per option; 6,633 options granted February 11, 2020 at an exercise price of $144.03 per option; and 6,610 options granted February 10, 2021 at an exercise price of $160.62 per option.

8. 728 options granted March 4, 2014 at an exercise price of $30.89 per option.

9. 6,560 options granted January 31, 2013 at an exercise price of $26.00 per option; 5,824 options granted March 4, 2014 at an exercise price of $30.89 per option; 4,141 options granted February 27, 2015 at an exercise price of $46.09 per option; 5,212 options granted February 19, 2016 at an exercise price of $41.83 per option; 4,428 options granted February 14, 2017 at an exercise price of $55.02 per option; 3,285 options granted February 13, 2018 at an exercise price of $73.24 per option; 3,443 options granted February 12, 2019 at an exercise price of $87.51 per option; 6,633 options granted February 11, 2020 at an exercise price of $144.03 per option; and 6,610 options granted February 10, 2021 at an exercise price of $160.62 per option.

Remarks:

	/s/ Mandee Lee, as Attorney-in-Fact	05/04/2021
	** 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).
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