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 *
Lewis Clinton A. Jr.
  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 (Month/Day/Year)
02/12/2019
(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) (2) 02/12/2019   A   5,142     (3)   (4) Common Stock 5,142 $ 0 30,369.6572 (5) D  
Stock Option (6) (7) 02/12/2019   A   20,661     (8)   (9) Common Stock 20,661 $ 0 228,291 (7) D  
Performance Award Unit (10) (11) 02/12/2019   A   16,274.7526     (12)   (4) Common Stock 16,274.7526 $ 0 16,274.7526 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lewis Clinton A. Jr.
C/O ZOETIS INC.
10 SYLVAN WAY
PARSIPPANY, NJ 07054
      Executive Vice President  

Signatures

 /s/ Katherine H. Walden, as Attorney-in-Fact   02/14/2019
**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) Represents restricted stock units granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan, and dividend equivalent units automatically issued thereon (each an "RSU" and collectively, "RSUs"). Restricted stock units vest and are settled in shares of Zoetis common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events. Dividend equivalent units vest and are settled in shares of Zoetis common stock on the third anniversary of the date of grant of the underlying restricted stock units, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
(2) Each RSU represents a contingent right to receive one share of Zoetis Inc. common stock.
(3) Each RSU will vest and be settled in shares of Zoetis Inc. common stock on the third anniversary of the date of grant, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
(4) Not applicable.
(5) The RSUs vest as follows: 9,765.2597 RSUs will vest on February 19, 2019; 8,593.1842 RSUs will vest on February 14, 2020; 6,869.2133 RSUs will vest on February 13, 2021; and 5,142.0000 RSUs will vest on February 12, 2022.
(6) Stock options (right to buy Zoetis Inc. common stock) granted pursuant to the Zoetis Inc. 2013 Equity and Incentive Plan. Each option vests on the third anniversary of the date of grant.
(7) 39,229 options granted January 31, 2013 at an exercise price of $26.00 per option; 46,816 options granted March 4, 2014 at an exercise price of $30.89 per option; 28,563 options granted February 27, 2015 at an exercise price of $46.09 per option; 35,746 options granted February 19, 2016 at an exercise price of $41.83 per option; 32,634 options granted February 14, 2017 at an exercise price of $55.02 per option; 24,642 options granted February 13, 2018 at an exercise price of $73.24 per option; and 20,661 options granted February 12, 2019 at an exercise price of $87.51.
(8) Each option vests on the third anniversary of the date of grant.
(9) Each option expires on the tenth anniversary of the date of grant.
(10) Represents performance award units with a three-year performance period covering 2016-2018 that were 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 12, 2019, 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) will vest and be settled in shares of Zoetis common stock on February 19, 2019, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.
(11) Each performance award unit represents a contingent right to receive one share of Zoetis Inc. common stock.
(12) Each performance award unit will vest and be settled in shares of Zoetis Inc. common stock on February 19, 2019, subject to the reporting person's continued service through such vesting date and subject to earlier vesting and settlement upon certain specific events.

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