ServiceNow, Inc. — Director's Dealing 2012

Jul 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2012-07-05

Reporting Person: LEONE DOUGLAS M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-05	Common Stock	C	22929800	—	Acquired	22948252	Indirect
2012-07-05	Common Stock	C	995280	—	Acquired	996092	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Series D Convertible Preferred Stock	$	C	2866225	Disposed		Common Stock (22929800)	Indirect
2012-07-05	Series D Convertible Preferred Stock	$	C	124410	Disposed		Common Stock (995280)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	337500	Indirect

Footnotes

F1: Each share of Series D Convertible Preferred Stock converted into eight shares of common stock upon the completion of the Issuer's initial public offering and had no expiration date.

F2: Douglas Leone is a managing director of SCGF GenPar, Ltd. ("SCGF GenPar"). SCGF GenPar is the sole general partner of SCGF IV Management, L.P. ("SCGF IV Management"), which is the sole general partner of Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares held by Sequoia Capital US Growth Fund IV, L.P. and Sequoia Capital USGF Principals Fund IV, L.P. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

F3: Douglas Leone is a managing director of SC GF V TT, Ltd. ("SCGF V") and a director of SC US GF V Holdings Ltd. SCGF V is the sole general partner of SCGF V Management, L.P. ("SCGF V Management"), which is the sole general partner of each of Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. Sequoia Capital US Growth Fund V, L.P. and Sequoia Capital USGF Principals Fund V, L.P. together own 100% of the outstanding ordinary shares of SC US GF V Holdings, Ltd. By virtue of these relationships, Mr. Leone may be deemed to share voting and dispositive power with respect to the shares held by SC US GF V Holdings, Ltd. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.