Frank A. Damelio - Feb 10, 2024 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 10, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/13/2024, 05:08 PM
Previous filing: Feb 12, 2024
Next filing: Apr 12, 2024

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		-1.46K	-54.69%		1.21K	Feb 10, 2024	Common Stock	1.46K		Direct	F1, F2, F3, F4, F5, F6
transaction	ZTS	Deferred Stock Unit	Award		+1.46K	+25%		7.32K	Feb 10, 2024	Common Stock	1.46K		Direct	F4, F5, F9, F10, F11
holding	ZTS	Restricted Stock Unit						1.22K	Feb 10, 2024	Common Stock	1.22K		Direct	F2, F4, F7, F8
holding	ZTS	Deferred Stock Unit						9.89K	Feb 10, 2024	Common Stock	9.89K		Direct	F4, F10, F12, F13

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

Explanation of Responses:

Id	Content
F1	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").
F2	Each restricted stock unit represents a contingent right to receive one share of Zoetis Inc. common stock.
F3	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.
F4	Not applicable.
F5	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.
F6	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.
F7	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").
F8	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.
F9	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.
F10	Each DSU represents the right to receive one share of Zoetis Inc. common stock.
F11	Includes 5,853.3500 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.
F12	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.
F13	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.