Edgar Filing: Zoetis Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Fenton Andrew

2. Date of Event Requiring Statement (Month/Day/Year)
08/19/2016

3. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ZTS]

(Last)

(First)

(Middle)

ZOETIS INC.,Â 100 CAMPUS DRIVE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice President

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

FLORHAM PARK,Â NJÂ 07932

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	25,719	D	Â
Common Stock	6,059	I	401(k)
Common Stock ⁽¹⁾	0 ⁽¹⁾	I	401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock Unit ⁽²⁾	Â ⁽²⁾	Â ⁽²⁾	Common Stock	1,275.3036 ⁽²⁾	$ ⁽³⁾	D	Â
Restricted Stock Unit ⁽⁴⁾	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock	13,274.636 ⁽⁷⁾	$ ⁽⁸⁾	D	Â
Stock Option ⁽⁹⁾	Â ⁽¹⁰⁾	Â ⁽¹¹⁾	Common Stock	27,002 ⁽¹²⁾	$ ⁽¹²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fenton Andrew ZOETIS INC. 100 CAMPUS DRIVE FLORHAM PARK,Â NJÂ 07932	Â	Â	Â Executive Vice President	Â

Signatures

/s/ Katherine H. Walden, as Attorney-in-Fact		08/24/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan.
(2)	Represents 3,995.4950 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.
(3)	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.
(4)	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.
(5)	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.
(6)	Not applicable.
(7)	The RSUs vest as follows: 6,182.5931 RSUs will vest on September 30, 2017; 3,291.8316 RSUs will vest on February 27, 2018; and 3,800.2113 RSUs will vest on February 19, 2019.
(8)	Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
(9)	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.
(10)	Each option vests on the third anniversary of the date of grant.
(11)	Each option expires on the tenth anniversary of the date of grant.
(12)	12,853 options granted February 27, 2015 at an exercise price of $46.09 per option; and 14,149 options granted February 19, 2016 at an exercise price of $41.83 per option.

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