Heidi C. Chen - Feb 11, 2023 Form 4/A - Amendment Insider Report for Zoetis Inc. (ZTS)

Role: Executive Vice President
Signature: /s/ Lauren Luptak, as Attorney-in-Fact
Stock symbol: ZTS
Transactions as of: Feb 11, 2023
Transactions value $: -$278,186
Form type: 4/A - Amendment
Date filed: 4/19/2023, 04:18 PM
Date Of Original Report: Feb 14, 2023
Previous filing: Feb 10, 2023
Next filing: Apr 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ZTS	Common Stock	Options Exercise		+2.3K	+6.76%		36.3K	Feb 11, 2023	Direct	F1
transaction	ZTS	Common Stock	Tax liability	-$120K	-755	-2.08%	$158.33	35.5K	Feb 11, 2023	Direct	F2
transaction	ZTS	Common Stock	Options Exercise		+2.84K	+7.99%		38.4K	Feb 11, 2023	Direct	F3
transaction	ZTS	Common Stock	Tax liability	-$159K	-1K	-2.61%	$158.33	37.4K	Feb 11, 2023	Direct

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		+2.3K	+158.76%		3.75K	Feb 11, 2023	Common Stock	2.3K		Direct	F1, F4, F5
transaction	ZTS	Performance Award Unit	Options Exercise		+2.84K			0	Feb 11, 2023	Common Stock	2.84K		Direct	F3, F5, F9
holding	ZTS	Restricted Stock Unit						2.11K	Feb 11, 2023	Common Stock	2.11K		Direct	F5, F6, F7, F8

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

Explanation of Responses:

Id	Content
F1	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.
F2	This amended report is being filed solely to correct an error in the calculation of the number of shares of common stock withheld for the reporting person's tax obligations and the amount of shares beneficially owned following the reported transaction.
F3	Acquisition of common stock upon vesting and settlement of performance award units. Each performance award unit represents a right to receive one share of Zoetis Inc. common stock upon vesting of the performance award unit.
F4	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: 2,089.9456 RSUs will vest on February 10, 2024; and 1,658.1602 RSUs will vest on February 8, 2025.
F5	Not applicable.
F6	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.
F7	Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
F8	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.
F9	Performance award units having a three-year performance period covering 2020-2022 previously 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) vested on February 11, 2023 and were settled in shares of Zoetis common stock.