ServiceNow, Inc. — Director's Dealing 2012

Jun 28, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ServiceNow, Inc. (NOW)
CIK: 0001373715
Period of Report: 2012-06-28

Reporting Person: Barber Paul V (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	24068	Indirect
Common Stock	8434	Indirect
Common Stock	150	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (10000000)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (3503760)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (62400)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (15954544)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (5590088)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (99560)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (3934424)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1378528)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (24552)		Indirect

Footnotes

F1: These securities are shares of Series A Convertible Preferred Stock (the "Series A Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series A Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series A Share will convert into eight shares of Common Stock as shown in column 3.

F2: These securities are shares of Series B Convertible Preferred Stock (the "Series B Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series B Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series B Shares will convert into eight shares of Common Stock as shown in column 3.

F3: These securities are shares of Series C Convertible Preferred Stock (the "Series C Shares") of the Issuer, and are convertible at any time into shares of the Issuer's Common Stock at the holder's election. The Series C Shares do not have an expiration date. Upon a Qualified IPO (as defined in Article Fourth, Section B.4(k)(i) of the Issuer's Restated Certificate of Incorporation, as the same may be amended from time to time), each Series C Shares will convert into eight shares of Common Stock as shown in column 3.

F4: As of the date hereof, JMI Equity Fund V, L.P. ("Fund V") owns 22,750 shares of Common Stock, 1,181,565 Series A Shares, 1,885,133 Series B Shares and 464,878 Series C Shares and JMI Equity Fund V (AI), L.P. ("Fund V (AI)" and together with Fund V, collectively the "Equity V Funds") owns 1,318 shares of Common Stock, 68,435 Series A Shares, 109,185 Series B Shares and 26,925 Series C Shares. Mr. Barber is a managing member of JMI Associates V, L.L.C., the general partner of the Equity V Funds. Mr. Barber disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity V Funds (collectively, the "Equity V Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity V Fund Shares, except to the extent of his pecuniary interest, if any, in the Equity V Fund Shares by virtue of his membership interest in JMI Associates V, L.L.C.

F5: As of the date hereof, JMI Equity Fund IV, L.P. ("Fund IV") owns 6,030 shares of Common Stock, 313,170 Series A Shares, 499,649 Series B Shares and 123,215 Series C Shares, JMI Euro Equity Fund IV, L.P. ("Euro Fund") owns 1,926 shares of Common Stock, 100,000 Series A Shares, 159,545 Series B Shares and 39,344 Series C Shares and JMI Equity Fund IV (AI), L.P. ("Fund IV (AI)" and together with Fund IV and Euro Fund, collectively the "Equity IV Funds") owns 478 shares of Common Stock, 24,800 Series A Shares, 39,567 Series B Shares and 9,757 Series C Shares. Mr. Barber is a managing member of JMI Associates IV, L.L.C., the general partner of the Equity IV Funds. (Continued footnote 6)

F6: Mr. Barber disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity IV Funds (collectively, the "Equity IV Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity IV Fund Shares, except to the extent of his pecuniary interest, if any, in the Equity IV Fund Shares by virtue of his membership interest in JMI Associates IV, L.L.C.

F7: As of the date hereof, JMI Equity Side Fund, L.P. ("Equity Side Fund") owns 150 shares of Common Stock, 7,800 Series A Shares, 12,445 Series B Shares and 3,069 Series C Shares. Mr. Barber is an officer of JMI Equity Side Associates, L.L.C., the general partner of Equity Side Fund. Mr. Barber is a limited partner of Equity Side Fund. Mr. Barber disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by the Equity Side Fund (collectively, the "Equity Side Fund Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Equity Side Fund Shares, except to the extent of his pecuniary interest, if any, in the Equity Side Fund Shares by virtue of his limited partnership interest in Equity Side Fund.