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: 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7846	Indirect
Common Stock	3819	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Convertible Preferred Stock	$		Common Stock (3260000)		Indirect
Series A Convertible Preferred Stock	$		Common Stock (1586920)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (5201184)		Indirect
Series B Convertible Preferred Stock	$		Common Stock (2531856)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (1282624)		Indirect
Series C Convertible Preferred Stock	$		Common Stock (149664)		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 Participating Partners ("Participating Partners") owns 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 of Common Stock, Series A Shares, Series B Shares and Series C Shares held by Participating Partners (collectively, the "Participating Partners Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Participating Partners Shares.

F5: As of the date hereof, JMI Services, LLC ("Services") owns 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. JMTX Manager, Inc. disclaims Section 16 beneficial ownership of the shares of Common Stock, Series A Shares, Series B Shares and Series C Shares held by Services (collectively, the "Services Shares") and this report shall not be deemed an admission that such reporting person is the beneficial owner of such Services Shares, except to the extent of its pecuniary interest, if any, in the Services Shares by virtue of its membership and equity interest in Services.

F6: Charles E. Noell III, a member of El Camino Advisors, LLC, and director and officer of JMTX Manager, Inc., serves as the representatives of El Camino Advisors, LLC, Participating Partners, JMTX Manager, Inc., and Services on the Issuer's board of directors.