Director Scully Robert W converted options into 17,535 shares, increasing direct ownership by 443% to 21,489 units (SEC Form 4)
$ZTS
Biotechnology: Pharmaceutical Preparations
Health Care
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/21/2025 | M | 1,601 | A | (1) | 5,555 | D | |||
| Common Stock | 05/21/2025 | M | 10,029 | A | (2) | 15,584 | D | |||
| Common Stock | 05/21/2025 | M | 5,905 | A | (2) | 21,489 | D | |||
| Common Stock | 7,590 | I | By trust(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Unit(4) | (5) | 05/21/2025 | M | 1,601.4341 | (6) | (7) | Common Stock | 1,601.4341 | $0 | 0 | D | ||||
| Deferred Stock Unit(8) | (9) | 05/21/2025 | M | 10,030.7605 | (10) | (7) | Common Stock | 10,030.7605 | $0 | 0 | D | ||||
| Deferred Stock Unit(11) | (9) | 05/21/2025 | M | 5,906.4339 | (10) | (7) | Common Stock | 5,906.4339 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs) in connection with Mr. Scully's retirement from the Zoetis Board of Directors. |
| 2. Acquisition of common stock upon vesting and settlement of deferred stock units (DSUs) in connection with Mr. Scully's retirement from the Zoetis Board of Directors. |
| 3. Represents shares held in a trust for the benefit of the reporting person's daughter. The reporting person's spouse is a co-trustee of the trust. |
| 4. 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"). |
| 5. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. |
| 6. Each RSU vests and is settled in shares of Zoetis Inc. common stock on the first anniversary of the date of grant, February 19, 2025; subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. |
| 7. Not applicable. |
| 8. 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 settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis. |
| 9. Each DSU represents a contingent right to receive one share of Zoetis Inc. common stock. |
| 10. Each DSU is settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director of Zoetis Inc. |
| 11. 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 settled in shares of Zoetis Inc. common stock upon the reporting person's separation from service as a director at Zoetis. |
| Remarks: |
| /s/ Brenda Santuccio, as Attorney-in-Fact | 05/23/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||