ServiceNow, Inc. — Director's Dealing 2012

Jul 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: El Camino Advisors, LLC (Director, 10% Owner)
Reporting Person: JMI Participating Partners (Director, 10% Owner)
Reporting Person: JMI Services, LLC (Director, 10% Owner)
Reporting Person: JMTX Manager, Inc. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-05	Common Stock	C	9743808	—	Acquired	9751654	Indirect
2012-07-05	Common Stock	C	4268440	—	Acquired	4272259	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-05	Series A Convertible Preferred Stock	$	C	3260000	Disposed		Common Stock (3260000)	Indirect
2012-07-05	Series A Convertible Preferred Stock	$	C	1586920	Disposed		Common Stock (1586920)	Indirect
2012-07-05	Series B Convertible Preferred Stock	$	C	5201184	Disposed		Common Stock (5201184)	Indirect
2012-07-05	Series B Convertible Preferred Stock	$	C	2531856	Disposed		Common Stock (2531856)	Indirect
2012-07-05	Series C Convertible Preferred Stock	$	C	1282624	Disposed		Common Stock (1282624)	Indirect
2012-07-05	Series C Convertible Preferred Stock	$	C	149664	Disposed		Common Stock (149664)	Indirect

Footnotes

F1: The total represents shares received upon conversion of shares of the Issuer's Series A Convertible Preferred Stock (the "Series A Shares"), Series B Convertible Preferred Stock (the "Series B Shares") and Series C Convertible Preferred Stock (the "Series C Shares" and together with the Series A Shares and Series B Shares, collectively, the "Preferred Shares").

F2: Effective upon the closing of the Issuer's initial public offering of its common stock, each Preferred Share automatically converted into eight shares of Common Stock as shown in column 7. The Preferred Shares had no expiration date.

F3: As of the date hereof, JMI Participating Partners ("Participating Partners") owns an aggregate of 9,751,654 shares of Common Stock after conversion of the Preferred Shares. Prior to the Issuer's initial public offering, Participating Partners owned 7,846 shares of Common Stock, 407,500 Series A Shares, 650,148 Series B Shares and 160,328 Series C Shares. El Camino Advisors, LLC is the managing general partner of Participating Partners and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Participating Partners. El Camino Advisors, LLC disclaims Section 16 beneficial ownership of the shares held by Participating Partners and this report shall not be deemed an admission that such reporting person is the beneficial owner of such shares held by Participating Partners.

F4: As of the date hereof, JMI Services, LLC ("Services") owns an aggregate of 4,272,259 shares of Common Stock after conversion of the Preferred Shares. Prior to the Issuer's initial public offering, Services owned 3,819 shares of Common Stock, 198,365 Series A Shares, 316,482 Series B Shares and 18,708 Series C Shares. JMTX Manager, Inc. is the manager of Services and owns 1% of the equity interest in Services and for Section 13(d) purposes may be deemed to be the beneficial owner of the shares held by Services. JMTX Manager, Inc. disclaims Section 16 beneficial ownership of the shares held by Services and this report shall not be deemed an admission that such reporting person is the beneficial owner of the shares held by Services, except to the extent of its pecuniary interest, if any, in the shares held by Services by virtue of its membership interest in Services.

F5: Charles E. Noell III, a member of El Camino Advisors, LLC, and director and officer of JMTX Manager, Inc., serves as the representative of El Camino Advisors, LLC, Participating Partners, JMTX Manager, Inc., and Services on the Issuer's board of directors.