0001555280-20-000005.txt : 20200108 0001555280-20-000005.hdr.sgml : 20200108 20200108174843 ACCESSION NUMBER: 0001555280-20-000005 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200101 FILED AS OF DATE: 20200108 DATE AS OF CHANGE: 20200108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelly Robert Edward CENTRAL INDEX KEY: 0001798683 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35797 FILM NUMBER: 20516612 MAIL ADDRESS: STREET 1: C/O ZOETIS INC. STREET 2: 10 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Zoetis Inc. CENTRAL INDEX KEY: 0001555280 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 460696167 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 973-822-7000 MAIL ADDRESS: STREET 1: 10 SYLVAN WAY CITY: PARSIPPANY STATE: NJ ZIP: 07054 3 1 wf-form3_157852370581685.xml FORM 3 X0206 3 2020-01-01 0 0001555280 Zoetis Inc. ZTS 0001798683 Kelly Robert Edward C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY NJ 07054 0 1 0 0 Executive Vice President Common Stock 826.9216 I 401(k) Phantom Stock Unit Common Stock 1204.8066 D Restricted Stock Unit Common Stock 2952.0217 D Stock Option Common Stock 39091.0 D Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan. Represents 3,860.3516 phantom stock units. These phantom stock units, which were acquired pursuant to the Zoetis Supplemental Savings Plan, are settled in cash following the reporting person's separation from service and may be transferred by the reporting person into an alternative investment fund at any time, provided Zoetis may limit the timing, frequency and permissibility of transfers from one investment fund to another at any time. Each phantom stock unit represents a fraction of a phantom share of Zoetis common stock, plus a small amount of cash-equivalent investments (the cash-equivalent investments typically represent around 5% of the total value of the phantom stock unit). Accordingly, the value of each phantom stock unit is determined by reference to the market value of Zoetis common stock and the value of the cash-equivalent investments. 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"). Restricted stock units vest and are settled in shares of Zoetis 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. Dividend equivalent units vest and are settled in shares of Zoetis common stock on the third anniversary of the date of grant of the underlying restricted stock units, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. 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. Not applicable. The RSUs vest as follows: 1,171.3979 RSUs will vest on February 14, 2020; 919.8227 RSUs will vest on February 13, 2021; and 860.8011 RSUs will vest on February 12, 2022. Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock. Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. The options vest on the third anniversary of the date of grant. Each option vests on the third anniversary of the date of grant. Each option expires on the tenth anniversary of the date of grant. 9,843 options granted January 31, 2013 at an exercise price of $26.00 per option; 8,739 options granted March 4, 2014 at an exercise price of $30.89 per option; 4,141 options granted February 27, 2015 at an exercise price of $46.09 per option; 5,212 options granted February 19, 2016 at an exercise price of $41.83 per option; 4,428 options granted February 14, 2017 at an exercise price of $55.02 per option; 3,285 options granted February 13, 2018 at an exercise price of $73.24 per option; and 3,443 options granted February 12, 2019 at an exercise price of $87.51 per option. /s/ Katherine H. Walden, as Attorney-in-Fact 2020-01-08 EX-24 2 powerofattorney-kellyxsign.htm POWER OF ATTORNEY - KELLY Exhibit

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Katherine Walden, Heidi Chen, Mandee Lee and Brenda Santuccio as the undersigned’s true and lawful attorney-in-fact and agent, and grants each of them full power to act on behalf of the undersigned and in the undersigned’s name, place and stead, in any and all capacities, for the purpose of completing and signing, on behalf of the undersigned,
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any Form 3, Form 4 or Form 5 required or permitted to be filed by the undersigned pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
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any Form 144 required to be filed by the undersigned under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 144 promulgated thereunder, and
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any and all other documents, including, without limitation, Form ID, necessary or desirable to facilitate the filing by the undersigned of Form 144 and forms under Section 16 of the Exchange Act,
with regard to the undersigned's ownership of or transactions in securities of Zoetis Inc., including, without limitation, the power to complete and sign any and all amendments to such forms and documents, if any, and to file such forms and documents and amendments thereto with the Securities and Exchange Commission, and to do and perform each and every act and thing requisite or necessary to be done in connection with such forms and documents and amendments thereto, as fully and to all intents and purposes as the undersigned might or could do in person.

The authority of Katherine Walden, Heidi Chen, Mandee Lee and Brenda Santuccio under this Power of Attorney shall continue until the undersigned is no longer required to file Form 3, Form 4, Form 5 or Form 144 with regard to the undersigned's ownership of or transactions in securities of Zoetis Inc., unless earlier revoked in writing. The undersigned acknowledges that Katherine Walden, Heidi Chen, Mandee Lee and Brenda Santuccio are not assuming any of the undersigned's responsibilities to comply with Rule 144 under the Securities Act or Section 16 of the Exchange Act.

Signature: /s/     Robert Kelly    
Robert Kelly

Date:      December 19, 2019