Zoetis Form 4 / ROBERT W SCULLY 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^*

SCULLY ROBERT W

(Last)

(First)

(Middle)

C/O ZOETIS INC.

10 SYLVAN WAY

(Street)

PARSIPPANY

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit⁽¹⁾	⁽²⁾	02/10/2024		M			1,463.3937	⁽³⁾	⁽⁴⁾	Common Stock	1,463.3937	⁽⁵⁾	1,212.3053⁽⁶⁾	D
Restricted Stock Unit⁽⁷⁾	⁽²⁾							⁽⁸⁾	⁽⁴⁾	Common Stock	1,223		1,223	D
Deferred Stock Unit⁽⁹⁾	⁽¹⁰⁾	02/10/2024		A		1,463.3937		⁽⁵⁾	⁽⁴⁾	Common Stock	1,463.3937	⁽⁵⁾	5,823.4785⁽¹¹⁾	D
Deferred Stock Unit⁽¹²⁾	⁽¹⁰⁾							⁽¹³⁾	⁽⁴⁾	Common Stock	9,889.8792		9,889.8792	D

Explanation of Responses:

1. 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").

2. Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.

3. 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. The RSUs vest as follows: 1,463.3937 RSUs vested on February 10, 2024; and 1,212.3053 RSUs will vest on February 8, 2025.

4. Not applicable.

5. Upon the vesting of the reporting person's restricted stock units on February 10, 2024, the reporting person received 1,463.3937 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan. The DSUs are fully vested, accrue dividend equivalent units, and will be paid in a single lump payment within 30 business days following the earlier to occur of (i) a Termination Event, and (ii) a Change in Control that constitutes a "change in ownership or control" for purposes of Section 409A in accordance with the terms of the Plan.

6. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, February 8, 2022; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

7. 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").

8. Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, February 6, 2024; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

9. Represents deferred stock units granted pursuant to a voluntary deferral under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs are fully vested and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

10. Each DSU represents the right to receive one share of Zoetis Inc. common stock.

11. Includes 4360.0848 of DSUs previously granted under the Zoetis Inc. Amended and Restated Non-Employee Director Deferred Compensation Plan, including dividend units automatically issued thereon, and 1,463.3937 of DSUs granted upon the vesting of the Reporting Person's RSUs on February 10, 2024.

12. Represents deferred stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each a "DSU" and collectively, "DSUs"). The DSUs were fully vested on the date of the grant and will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis.

13. Each DSU will be settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc.

Remarks:

	/s/ Brenda Santuccio, as Attorney-in-Fact	02/13/2024
	** 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.
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Zoetis (ZTS) Form 4Zoetis / ROBERT W SCULLY ownership change