Khosla Sanjay - Feb 12, 2022 Form 4 Insider Report for Zoetis Inc. (ZTS)

Role: Director
Signature: /s/ Brenda Santuccio, as Attorney-in-Fact
Stock symbol: ZTS
Transactions as of: Feb 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/15/2022, 06:54 PM
Previous filing: Feb 10, 2022
Next filing: Feb 10, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ZTS	Restricted Stock Unit	Options Exercise		-2.67K	-38.64%		4.24K	Feb 12, 2022	Common Stock	2.67K		Direct	F1, F2
transaction	ZTS	Deferred Stock Unit	Award		+2.67K			2.67K	Feb 12, 2022	Common Stock	2.67K		Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Restricted stock units previously granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). The RSUs vest as follows and are settled in Zoetis common stock upon vesting: 1,613.9322 RSUs will vest on February 11, 2023; 1,438.8827 RSUs will vest on February 10, 2024; and 1,192 RSUs will vest on February 8, 2025.
F2	Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.
F3	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.
F4	Each DSU represents a contingent right to receive one share of Zoetis Inc. common stock.
F5	Upon the vesting of the reporting person's restricted stock units on 2/12/2022, the reporting person received 2,673.1237 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 and will be 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.