Sec Form 4 Filing - Alaix Juan Ramon @ Zoetis Inc. - 2020-02-19

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 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ZOETIS INC., 10 SYLVAN WAY 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2020 (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 02/19/2020 M 63,046 A $ 46.09 159,059 D Common Stock 02/19/2020 S 62,946 D $ 144.03 ( 1 ) 96,113 D Common Stock 02/19/2020 S 100 D $ 144.65 96,013 D Common Stock 02/20/2020 M 20,725 A $ 46.09 116,738 D Common Stock 02/20/2020 S 20,725 D $ 143.61 ( 2 ) 96,013 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 S ecurities (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 ( 3 ) ( 4 ) 02/19/2020 M 63,046 ( 5 ) ( 6 ) Common Stock 63,046 $ 0 648,000 ( 7 ) D Stock Option ( 3 ) ( 8 ) 02/20/2020 M 20,725 ( 5 ) ( 6 ) Common Stock 20,725 $ 0 627,275 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alaix Juan Ramon C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY, NJ07054 X Signatures /s/ Katherine H. Walden, as Attorney-in-Fact 02/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.59 to $144.59, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The Price reported in Table I, Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.50 to $144.09, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )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. ( 4 )63,046 options granted February 27, 2015 at an exercise price of $46.09 per option. ( 5 )Each option vests on the third anniversary of the date of grant. ( 6 )Each option expires on the tenth anniversary of the date of grant. ( 7 )46,908 options granted February 27, 2015 at an exercise price of $46.09 per option; 187,667 options granted February 19, 2016 at an exercise price of $41.83 per option; 170,163 options granted February 14, 2017 at an exercise price of $55.02 per option; 133,070 options granted February 13, 2018 at an exercise price of $73.24 per option; and 110,192 options granted February 12, 2019 at an exercise price of $87.51 per option. ( 8 )20,725 options granted February 27, 2015 at an exercise price of $46.09 per option. ( 9 )26,183 options granted February 27, 2015 at an exercise price of $46.09 per option; 187,667 options granted February 19, 2016 at an exercise price of $41.83 per option; 170,163 options granted February 14, 2017 at an exercise price of $55.02 per option; 133,070 options granted February 13, 2018 at an exercise price of $73.24 per option; and 110,192 options granted February 12, 2019 at an exercise price of $87.51 per option.

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).

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