Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Alaix Juan Ramon
  2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ZTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O ZOETIS INC., 10 SYLVAN WAY
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019
(Street)

PARSIPPANY, NJ 07054
4. If Amendment, Date Original Filed(Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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 (1) 02/19/2019   M     51,270.1685   (2)   (2) Common Stock 51,270.1685 $ 0 109,334.3889 (3) D  
Deferred Stock Unit (4) (5) 02/19/2019   A   51,270.1685     (2)   (2) Common Stock 51,270.1685 (2) 153,784.8249 D  
Performance Award Unit (6) 02/19/2019   M     85,442.4512   (7)   (7) Common Stock 85,442.4512 $ 0 0 D  
Deferred Stock Unit (4) (5) 02/19/2019   A   85,442.4512     (7)   (7) Common Stock 85,442.4512 (7) 239,227.2761 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Alaix Juan Ramon
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ 07054
  X     Chief Executive Officer  

Signatures

 /s/ Katherine H. Walden, as Attorney-in-Fact   02/21/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Vesting of restricted stock units ("RSUs") granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon. Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.
(2) Upon the vesting of the reporting person's restricted stock units on 2/19/2019, the reporting person received 51,270.1685 deferred stock units ("DSUs") pursuant to a voluntary deferral under the Zoetis Equity Deferral Plan. The DSUs are fully vested and will be settled in shares of Zoetis common stock in the January following the reporting person's termination of employment from Zoetis.
(3) The RSUs vest as follows: 44,811.0081 RSUs will vest on February 14, 2020; 37,098.3808 RSUs will vest on February 13, 2021; and 27,425.0000 RSUs will vest on February 12, 2022.
(4) Represents DSUs received pursuant to the Zoetis Equity Deferral Plan. DSUs are fully vested and are settled, together with dividend equivalent units automatically issued thereon, in shares of Zoetis common stock in the January following the reporting person's termination of employment from Zoetis.
(5) Each DSU represents the right to receive one share of Zoetis Inc. common stock in accordance with the terms of the Zoetis Equity Deferral Plan.
(6) Vesting of performance award units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon. Each performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.
(7) Upon the vesting of the reporting person's performance award units on 2/19/2019, the reporting person received 85,442.4512 DSUs pursuant to a voluntary deferral under the Zoetis Equity Deferral Plan. The DSUs are fully vested and will be settled in shares of Zoetis common stock in the January following the reporting person's termination of employment from Zoetis.

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