SEC Form 4 · accession 0001555280-18-000109
Zoetis Inc. · ZTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alejandro Bernal
Officer — Executive Vice President
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 5:07 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001555280
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 27, 2018 | M | 15,709 | $46.09 | A | 22,019 | D | |
| Common StockF1 | Feb 27, 2018 | S | 15,709 | $83.01 | D | 6,310 | D | |
| Common StockF2 | Feb 27, 2018 | M | 4,066 | — | A | 10,376 | D | |
| Common Stock | Feb 27, 2018 | F | 1,990 | $81.67 | D | 8,386 | D | |
| Common StockF3 | Feb 27, 2018 | M | 5,936 | — | A | 14,322 | D | |
| Common Stock | Feb 27, 2018 | F | 2,905 | $81.67 | D | 11,417 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF4,F8,F5,F6,F7 | — | Feb 27, 2018 | M | 15,709 | D | — | — | Common Stock | 15,709 | 43,320 | D |
| Restricted Stock UnitF9,F2 | — | Feb 27, 2018 | M | 4,067 | D | — | — | Common Stock | 4,067 | 11,554 | D |
| Performance Award UnitF10,F3 | — | Feb 27, 2018 | M | 5,937 | D | — | — | Common Stock | 5,937 | 0 | D |
Explanation of responses
- F1The Price reported in Table I, Column 4 is the price at which these shares were sold in multiple transactions.
- F10Performance 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.
- F2Acquisition 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.
- F3Acquisition 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.
- F4Stock 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.
- F515,709 options granted February 27, 2015 at an exercise price of $46.09 per option.
- F6Each option vests on the third anniversary of the date of grant.
- F7Each option expires on the tenth anniversary of the date of grant.
- F822,341 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.
- F9Restricted 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.