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Sec Form 4 Filing - Bernal Alejandro @ Zoetis Inc. - 2018-02-27

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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
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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1. Name and Address of Reporting Person *
Bernal Alejandro
2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc. [ ZTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
C/O ZOETIS INC., 10 SYLVAN WAY
3. Date of Earliest Transaction (MM/DD/YY)
02/27/2018
(Street)
PARSIPPANY, NJ07054
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/27/2018 M 15,709 A $ 46.09 22,019 D
Common Stock 02/27/2018 S 15,709 D $ 83.01 ( 1 ) 6,310 D
Common Stock ( 2 ) 02/27/2018 M 4,066 A 10,376 D
Common Stock 02/27/2018 F 1,990 D $ 81.67 8,386 D
Common Stock ( 3 ) 02/27/2018 M 5,936 A 14,322 D
Common Stock 02/27/2018 F 2,905 D $ 81.67 11,417 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Stock Option ( 4 ) ( 5 ) 02/27/2018 M 15,709 ( 6 ) ( 7 ) Common Stock 15,709 $ 0 43,320 ( 8 ) D
Restricted Stock Unit ( 9 ) ( 2 ) 02/27/2018 M 4,066.5688 ( 9 ) ( 9 ) Common Stock 4,066.5688 ( 2 ) 11,554.0048 D
Performance Award Unit ( 10 ) ( 3 ) 02/27/2018 M 5,936.761 ( 10 ) ( 10 ) Common Stock 5,936.761 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bernal Alejandro
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ07054
Executive Vice President
Signatures
/s/ Katherine H. Walden, as Attorney-in-Fact 03/01/2018
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Price reported in Table I, Column 4 is the price at which these shares were sold in multiple transactions.
( 2 )Acquisition of common stock upon vesting and settlement of restricted stock units (RSUs). Each RSU represents a right to receive one share of Zoetis Inc. common stock upon vesting of the RSU.
( 3 )Acquisition of common stock upon vesting and settlement of performance award units. Each performance award unit represents a right to receive one share of Zoetis Inc. common stock upon vesting of the performance award unit.
( 4 )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.
( 5 )15,709 options granted February 27, 2015 at an exercise price of $46.09 per option.
( 6 )Each option vests on the third anniversary of the date of grant.
( 7 )Each option expires on the tenth anniversary of the date of grant.
( 8 )22,341 options granted February 19, 2016 at an exercise price of $41.83 per option; and 20,979 options granted February 14, 2017 at an exercise price of $55.02 per option.
( 9 )Restricted stock units previously granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). The RSUs vest as follows and are settled in Zoetis common stock upon vesting: 4,066.5688 RSUs vested on February 27, 2018; 6,064.6389 RSUs will vest on February 19, 2019; and 5,489.3659 RSUs will vest on February 14, 2020.
( 10 )Performance award units having a three-year performance period covering 2015-2017 previously granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon. The performance award units reported herein were deemed acquired on February 13, 2018, which is the date the Zoetis Compensation Committee certified the level of achievement of the applicable performance goal for these performance award units. The performance award units (and dividend equivalent units issued thereon) vested on February 27, 2018 and were settled in shares of Zoetis common stock.

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.
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