Statement of Changes in Beneficial Ownership (4)
April 19 2023 - 04:19PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Lagano Roxanne |
2. Issuer Name and Ticker or Trading Symbol
Zoetis Inc.
[
ZTS
]
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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/YYYY)
4/18/2023 |
(Street)
PARSIPPANY, NJ 07054 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 4/18/2023 | | M(1) | | 2328 | A | $73.24 | 28685 | D | |
Common Stock | 4/18/2023 | | M(1) | | 2010 | A | $87.51 | 30695 | D | |
Common Stock | 4/18/2023 | | S | | 4338 | D | $175.94 (2) | 26357 | D | |
Common Stock | | | | | | | | 793.2659 (3) | I | 401(k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | 4/18/2023 | | M | | | 2328 | (6) | (7) | Common Stock | 2328.0 | $0 | 22231 (8) | D | |
Stock Option (4) | (9) | 4/18/2023 | | M | | | 2010 | (6) | (7) | Common Stock | 2010.0 | $0 | 20221 (10) | D | |
Stock Option (11) | $162.07 | | | | | | | (12) | (7) | Common Stock | 6542.0 | | 6542 | D | |
Explanation of Responses: |
(1) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2022. |
(2) | The Price reported in Table I, Column 4 is the price at which these shares were sold in multiple transactions. |
(3) | Represents the common stock equivalents held in the Zoetis Inc. Savings Plan, a 401(k) plan, as of March 31, 2023. |
(4) | Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. |
(5) | 2,328 options granted February 13, 2018 at an exercise price of $73.24 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) | 2,010 options granted February 12, 2019 at an exercise price of $87.51 per option; 7,738 options granted February 11, 2020 at an exercise price of $144.03 per option; 7,106 options granted February 10, 2021 at an exercise price of $160.62 per option; and 5,377 options granted February 8, 2022 at an exercise price of $201.30 per option. |
(9) | 2,010 options granted on February 12, 2019 at an exercise price of $87.51 per option. |
(10) | 7,738 options granted February 11, 2020 at an exercise price of $144.03 per option; 7,106 options granted February 10, 2021 at an exercise price of $160.62 per option; and 5,377 options granted February 8, 2022 at an exercise price of $201.30 per option. |
(11) | Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. Amended and Restated 2013 Equity and Incentive Plan. |
(12) | One-third of each option will vest on the first, second and third anniversaries of the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lagano Roxanne C/O ZOETIS INC. 10 SYLVAN WAY PARSIPPANY, NJ 07054 |
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| Executive Vice President |
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Signatures
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/s/ Lauren Luptak, as Attorney-in-Fact | | 4/19/2023 |
**Signature of Reporting Person | Date |
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. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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